exv4w1






EXHIBIT 4.1




 

 






FORM OF

INDENTURE




between



CHRYSLER FINANCIAL AUTO SECURITIZATION TRUST 20___-__,

as Issuer




and




[                                                  
          ],

as Indenture Trustee




Dated as of                     , 20__




$[                                        ]




 

 






 









 












Table of Contents




	 	 	 	 	 	 
	 	 	 	 	Page
	 	 	 
	 	 	 
	 	 	 ARTICLE I
	 	 	 
	 	 	 Definitions and Incorporation by Reference
	 	 	 
	 	 	 
	 	 	 
	SECTION 1.01.
	 	Definitions

	 	 	2
	SECTION 1.02.
	 	Incorporation by Reference of Trust Indenture Act

	 	 	10
	SECTION 1.03.
	 	Rules of Construction

	 	 	10
	 	 	 
	 	 	 
	 	 	ARTICLE II
	 	 	 
	 	 	The Notes
	 	 	 
	 	 	 
	 	 	 
	SECTION 2.01.
	 	Form

	 	 	11
	SECTION 2.02.
	 	Execution, Authentication and Delivery

	 	 	11
	SECTION 2.03.
	 	Temporary Notes

	 	 	12
	SECTION 2.04.
	 	Limitations on Transfer of the Class [A-1] Notes [and the Class B Notes]

	 	 	12
	SECTION 2.05.
	 	Registration; Registration of Transfer and Exchange

	 	 	13
	SECTION 2.06.
	 	Mutilated, Destroyed, Lost or Stolen Notes

	 	 	15
	SECTION 2.07.
	 	Persons Deemed Owner

	 	 	15
	SECTION 2.08.
	 	Payment of Principal and Interest; Defaulted Interest

	 	 	16
	SECTION 2.09.
	 	Cancellation

	 	 	17
	SECTION 2.10.
	 	Release of Collateral

	 	 	17
	SECTION 2.11.
	 	Book-Entry Notes; Certificated Notes

	 	 	17
	SECTION 2.12.
	 	Notices to Clearing Agency

	 	 	18
	SECTION 2.13.
	 	Definitive Notes

	 	 	18
	SECTION 2.14.
	 	Tax Treatment

	 	 	19
	SECTION 2.15.
	 	Representations and Warranties as to the Security
Interest of the Indenture Trustee in the Receivables

	 	 	19
	 	 	 
	 	 	 
	 	 	ARTICLE III
	 	 	 
	 	 	Covenants
	 	 	 
	 	 	 
	 	 	 
	SECTION 3.01.
	 	Payment of Principal and Interest and Other Amounts

	 	 	20
	SECTION 3.02.
	 	Maintenance of Office or Agency

	 	 	20
	SECTION 3.03.
	 	Money for Payments To Be Held in Trust

	 	 	20
	SECTION 3.04.
	 	Existence

	 	 	22
	SECTION 3.05.
	 	Protection of Trust Estate

	 	 	22
	SECTION 3.06.
	 	Opinions as to Trust Estate

	 	 	22
	SECTION 3.07.
	 	Performance of Obligations; Servicing of Receivables

	 	 	23
	SECTION 3.08.
	 	Negative Covenants

	 	 	24
	SECTION 3.09.
	 	Annual Statement as to Compliance

	 	 	25
	SECTION 3.10.
	 	Issuer May Consolidate, etc., Only on Certain Terms

	 	 	25
	SECTION 3.11.
	 	Successor or Transferee

	 	 	27
	SECTION 3.12.
	 	No Other Business

	 	 	27
	SECTION 3.13.
	 	No Borrowing

	 	 	27






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	 	 	 	 	Page
	 	 	 
	 	 	 
	SECTION 3.14.
	 	Servicer’s Obligations

	 	 	27
	SECTION 3.15.
	 	Guarantees, Loans, Advances and Other Liabilities

	 	 	27
	SECTION 3.16.
	 	Capital Expenditures

	 	 	27
	SECTION 3.17.
	 	Removal of Administrator

	 	 	27
	SECTION 3.18.
	 	Restricted Payments

	 	 	28
	SECTION 3.19.
	 	Notice of Events of Default

	 	 	28
	SECTION 3.20.
	 	Further Instruments and Acts

	 	 	28
	 	 	 
	 	 	 
	 	 	ARTICLE IV
	 	 	 
	 	 	Satisfaction and Discharge
	 	 	 
	 	 	 
	 	 	 
	SECTION 4.01.
	 	Satisfaction and Discharge of Indenture

	 	 	28
	SECTION 4.02.
	 	Application of Trust Money

	 	 	29
	SECTION 4.03.
	 	Repayment of Moneys Held by Paying Agent

	 	 	30
	 	 	 
	 	 	 
	 	 	ARTICLE V
	 	 	 
	 	 	Remedies
	 	 	 
	 	 	 
	 	 	 
	SECTION 5.01.
	 	Events of Default

	 	 	30
	SECTION 5.02.
	 	Acceleration of Maturity; Rescission and Annulment

	 	 	31
	SECTION 5.03.
	 	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee
	 	 	32
	SECTION 5.04.
	 	Remedies; Priorities

	 	 	34
	SECTION 5.05.
	 	Optional Preservation of the Receivables

	 	 	36
	SECTION 5.06.
	 	Limitation of Suits

	 	 	36
	SECTION 5.07.
	 	Unconditional Rights of Noteholders To Receive Principal and Interest

	 	 	37
	SECTION 5.08.
	 	Restoration of Rights and Remedies

	 	 	37
	SECTION 5.09.
	 	Rights and Remedies Cumulative

	 	 	37
	SECTION 5.10.
	 	Delay or Omission Not a Waiver

	 	 	37
	SECTION 5.11.
	 	Control by Controlling Class

	 	 	37
	SECTION 5.12.
	 	Waiver of Past Defaults

	 	 	38
	SECTION 5.13.
	 	Undertaking for Costs

	 	 	38
	SECTION 5.14.
	 	Waiver of Stay or Extension Laws

	 	 	39
	SECTION 5.15.
	 	Action on Notes

	 	 	39
	SECTION 5.16.
	 	Performance and Enforcement of Certain Obligations

	 	 	39
	 	 	 
	 	 	 
	 	 	ARTICLE VI
	 	 	 
	 	 	The Indenture Trustee
	 	 	 
	 	 	 
	 	 	 
	SECTION 6.01.
	 	Duties of Indenture Trustee

	 	 	40
	SECTION 6.02.
	 	Rights of Indenture Trustee

	 	 	41
	SECTION 6.03.
	 	Individual Rights of Indenture Trustee

	 	 	41
	SECTION 6.04.
	 	Indenture Trustee’s Disclaimer

	 	 	41
	SECTION 6.05.
	 	Notice of Defaults

	 	 	41
	SECTION 6.06.
	 	Reports by Indenture Trustee to Holders of Senior Notes

	 	 	42
	SECTION 6.07.
	 	Compensation and Indemnity

	 	 	42






ii









 






	 	 	 	 	 	 
	 	 	 	 	Page
	 	 	 
	 	 	 
	SECTION 6.08.
	 	Replacement of Indenture Trustee

	 	 	43
	SECTION 6.09.
	 	Successor Indenture Trustee by Merger

	 	 	44
	SECTION 6.10.
	 	Appointment of Co-Indenture Trustee or Separate Indenture Trustee

	 	 	44
	SECTION 6.11.
	 	Eligibility; Disqualification

	 	 	45
	SECTION 6.12.
	 	Preferential Collection of Claims Against Issuer

	 	 	46
	SECTION 6.13.
	 	Books, Records, Reports and Other Documents

	 	 	46
	 	 	 
	 	 	 
	 	 	 ARTICLE VII
	 	 	 
	 	 	 Noteholders’ Lists and Reports
	 	 	 
	 	 	 
	 	 	 
	SECTION 7.01.
	 	Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders

	 	 	47
	SECTION 7.02.
	 	Preservation of Information; Communications to Noteholders

	 	 	47
	SECTION 7.03.
	 	Reports by Issuer

	 	 	47
	SECTION 7.04.
	 	Reports by Indenture Trustee

	 	 	48
	 	 	 
	 	 	 
	 	 	ARTICLE VIII
	 	 	 
	 	 	Accounts, Disbursements and Releases
	 	 	 
	 	 	 
	 	 	 
	SECTION 8.01.
	 	Collection of Money

	 	 	48
	SECTION 8.02.
	 	Deposit Account

	 	 	48
	SECTION 8.03.
	 	General Provisions Regarding Accounts

	 	 	49
	SECTION 8.04.
	 	Release of Trust Estate

	 	 	50
	SECTION 8.05.
	 	Opinion of Counsel

	 	 	50
	 	 	 
	 	 	 
	 	 	ARTICLE IX
	 	 	 
	 	 	Supplemental Indentures
	 	 	 
	 	 	 
	 	 	 
	SECTION 9.01.
	 	Supplemental Indentures Without Consent of Noteholders

	 	 	51
	SECTION 9.02.
	 	Supplemental Indentures with Consent of Noteholders

	 	 	52
	SECTION 9.03.
	 	Execution of Supplemental Indentures

	 	 	53
	SECTION 9.04.
	 	Effect of Supplemental Indenture

	 	 	54
	SECTION 9.05.
	 	Conformity with Trust Indenture Act

	 	 	54
	SECTION 9.06.
	 	Reference in Notes to Supplemental Indentures

	 	 	54
	 	 	 
	 	 	 
	 	 	ARTICLE X
	 	 	 
	 	 	 Redemption of Notes
	 	 	 
	 	 	 
	 	 	 
	SECTION 10.01.
	 	Redemption

	 	 	54
	SECTION 10.02.
	 	Form of Redemption Notice

	 	 	54
	SECTION 10.03.
	 	Notes Payable on Redemption Date

	 	 	55
	 	 	 
	 	 	 
	 	 	ARTICLE XI
	 	 	 
	 	 	 Miscellaneous
	 	 	 
	 	 	 
	 	 	 
	SECTION 11.01.
	 	Compliance Certificates and Opinions, etc.

	 	 	55
	SECTION 11.02.
	 	Form of Documents Delivered to Indenture Trustee

	 	 	57
	SECTION 11.03.
	 	Acts of Noteholders

	 	 	58






iii









 






	 	 	 	 	 	 
	 	 	 	 	Page
	 	 	 
	 	 	 
	SECTION 11.04.
	 	Notices, etc., to Indenture Trustee, Issuer and Rating Agencies

	 	 	58
	SECTION 11.05.
	 	Notices to Noteholders; Waiver

	 	 	59
	SECTION 11.06.
	 	Alternate Payment and Notice Provisions

	 	 	60
	SECTION 11.07.
	 	Conflict with Trust Indenture Act

	 	 	60
	SECTION 11.08.
	 	Effect of Headings and Table of Contents

	 	 	60
	SECTION 11.09.
	 	Successors and Assigns

	 	 	60
	SECTION 11.10.
	 	Separability

	 	 	60
	SECTION 11.11.
	 	Benefits of Indenture

	 	 	60
	SECTION 11.12.
	 	Legal Holidays

	 	 	60
	SECTION 11.13.
	 	GOVERNING LAW

	 	 	60
	SECTION 11.14.
	 	Counterparts

	 	 	61
	SECTION 11.15.
	 	Recording of Indenture

	 	 	61
	SECTION 11.16.
	 	Trust Obligation

	 	 	61
	SECTION 11.17.
	 	No Petition

	 	 	61
	SECTION 11.18.
	 	Inspection

	 	 	61
	SECTION 11.19.
	 	Subordination Agreement

	 	 	62
	SECTION 11.20.
	 	Execution of Financing Statements

	 	 	62
	SECTION 11.21.
	 	No Recourse

	 	 	62







	 	 	 	 	 	 	 	 
	SCHEDULE A

	 	-
	 	Schedule of Receivables
	 	 	 
	EXHIBIT A-1

	 	-
	 	Form of [Class [A-1] Note	 	 	 
	EXHIBIT A-2

	 	-
	 	Form of Class [A-2] Note	 	 	 
	[EXHIBIT B

	 	-
	 	Form of Class B Note]	 	 	 
	EXHIBIT [C]

	 	-
	 	Form of Note Depository Agreement	 	 	 






iv











 





     INDENTURE dated as of July 14, 2009, between CHRYSLER FINANCIAL AUTO SECURITIZATION TRUST
20___-___, a Delaware statutory trust (the “Issuer”), and [                                                            ], a national banking
association organized under the laws of the United States, as indenture trustee and not in its
individual capacity (the “Indenture Trustee”).



     Each party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the Holders of the Issuer’s [Class [A-1] [                    ]% Asset Backed Notes (the “Class [A-1]
Notes”), Class [A-2] [                    ]% Asset Backed Notes (the “Class [A-2] Notes” and, together with the
Class [A-1] Notes, the “Class A Notes”)[ and Class B Asset Backed Notes (the “Class B Notes” and,
together with the Class A Notes, the “Notes”)]]:



GRANTING CLAUSE




     The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee
for the benefit of the Holders of the Notes (the “Secured Parties”), all of the Issuer’s right,
title and interest in and to (a) the Receivables and all moneys received thereon after                                         ,
20___; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Issuer in such Financed Vehicles; (c) any proceeds with
respect to the Receivables from claims on any physical damage, credit life or disability insurance
policies covering Financed Vehicles or Obligors; (d) any proceeds from recourse to Dealers with
respect to Receivables with respect to which the Servicer has determined in accordance with its
customary servicing procedures that eventual payment in full is unlikely; (e) any Financed Vehicle
that shall have secured a Receivable and that shall have been acquired by or on behalf of the
Seller, the Servicer or the Issuer; (f) all funds on deposit from time to time in the Deposit
Account (including any subaccount thereof), including the Reserve Account Initial Deposit, and in
all investments and proceeds thereof (including all income thereon); (g) the Sale and Servicing
Agreement (including the Issuer’s right to cause the Seller to repurchase Receivables from the
Issuer under certain circumstances described therein); and (h) all present and future claims,
demands, causes of action and choses in action in respect of any or all of the foregoing and all
payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all
of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into
cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards,
rights to payment of any and every kind and other forms of obligations and receivables, instruments
and other property which at any time constitute all or part of or are included in the proceeds of
any of the foregoing (collectively, the “Collateral”).



     The foregoing Grant is made in trust to secure the payment of principal of and interest on,
and any other amounts owing in respect of, the Notes, equally and ratably without prejudice,
priority or distinction, except as provided in this Indenture, and to secure compliance with the
provisions of this Indenture, except as provided in this Indenture.



     The Indenture Trustee, as Indenture Trustee on behalf of the Secured Parties, acknowledges
such Grant, accepts the trusts under this Indenture in accordance with the provisions of this
Indenture and agrees to perform its duties required in this Indenture to the best



 









 







of its ability to the end that the interests of the Holders of the Notes may be adequately and
effectively protected.



ARTICLE I




Definitions and Incorporation by Reference




     SECTION 1.01. Definitions. (a) Except as otherwise specified herein or as the
context may otherwise require, capitalized terms used but not otherwise defined herein have the
respective meanings set forth in the Sale and Servicing Agreement for all purposes of this
Indenture.



     (b) Except as otherwise specified herein or as the context may otherwise require, the
following terms have the respective meanings set forth below for all purposes of this Indenture.



     “Act” has the meaning specified in Section 11.03(a).



     “Administration Agreement” means the Administration Agreement dated as of
                                        , 20___, among the Administrator, the Issuer and the Indenture Trustee.



     “Administrator” means Chrysler Financial Services Americas LLC, a Michigan limited
liability company, or any successor Administrator under the Administration Agreement.



     “Affiliate” means, with respect to any specified Person, any other Person controlling
or controlled by or under common control with such specified Person. For the purposes of this
definition, “control” when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.



     “Authorized Officer” means, with respect to the Issuer, any officer of the Owner
Trustee or any agent acting pursuant to a power of attorney by the Owner Trustee who is authorized
to act for the Owner Trustee in matters relating to the Issuer and who is identified on the list of
Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as
such list may be modified or supplemented from time to time thereafter) and, so long as the
Administration Agreement is in effect, any Vice President or more senior officer of the
Administrator who is authorized to act for the Administrator in matters relating to the Issuer and
to be acted upon by the Administrator pursuant to the Administration Agreement and who is
identified on the list of Authorized Officers delivered by the Administrator to the Indenture
Trustee on the Closing Date (as such list may be modified or supplemented from time to time
thereafter).



     “Backup Servicer” means [                                        ], a national banking association,
in its capacity as backup servicer of the Receivables under the Sale and Servicing Agreement, or
any successor backup servicer appointed under the Sale and Servicing Agreement.



2









 





     “Basic Documents” means the Certificate of Trust, the Trust Agreement, the Sale and
Servicing Agreement, the Purchase Agreement, the Administration Agreement, the Note Depository
Agreement and other documents and certificates delivered in connection therewith.



     “Book-Entry Notes” means notes evidencing a beneficial interest in the [Class [A-1]
Notes and Class [A-2] Notes], ownership and transfers of which shall be made through book entries
by a Clearing Agency as described in Section 2.11.



     “Business Day” means any day other than a Saturday, a Sunday or a day on which banking
institutions or trust companies in The City of New York are authorized or obligated by law,
regulation or executive order to remain closed.



     “Certificate of Trust” means the certificate of trust of the Issuer substantially in
the form of Exhibit B to the Trust Agreement.



     “Certificated Notes” has the meaning specified in Section 2.11(b).



     “Class A Notes” means the [Class [A-1] Notes and the Class [A-2] Notes].



     “Class [A-1] Interest Accrual Period” means the period from and including the most
recent Payment Date on which interest has been paid (or, in the case of the first Payment Date, the
Closing Date) to but excluding the following Payment Date.



     “Class [A-1] Interest Rate” means [___]% per annum (computed on the basis of the
actual number of days in the Class [A-1] Interest Accrual Period divided by 360).



     “Class [A-1] Notes” means the Class [A-1] [___]% Asset Backed Notes, substantially
in the form of Exhibit A-1.



     “Class [A-2] Interest Rate” means [___]% per annum (computed on the basis of a
360-day year consisting of twelve 30-day months).



     “Class [A-2] Notes” means the Class [A-2] [___]% Asset Backed Notes, substantially
in the form of Exhibit A-2.



     [“Class B Notes” means the Class B Asset Backed Notes, substantially in the form of
Exhibit B.]



     [“Class B Payment Amount” means, with respect to any date, the sum of:




     (a) the Total Distribution Amount remaining after application of clauses (A) through
(I) of Section 5.05(a)(ii) of the Sale and Servicing Agreement on such date;




     (b) all amounts in the Reserve Account available to be distributed on such date to the
Holders of Class B Notes pursuant to Section 5.06(c) of the Sale and Servicing Agreement;



3









 






     (c) all amounts in the Note Principal Distribution Account available to be distributed
on such date to the Holders of Class B Notes pursuant to Section 8.02(c)(iii)(D) of the
Indenture;




     (d) the net Total Distribution Amount remaining after application of clauses FIRST
through SEVENTH of Section 5.04(b) of the Indenture on such date; and




     (e) if such date is the Class B Final Scheduled Payment Date, the Pool Balance as of
the immediately preceding date.]



     [“Class B Stated Principal Amount” shall mean $[                    ].]



     “Clearing Agency” means an organization registered as a “clearing agency” pursuant to
Section 17A of the Exchange Act.



     “Clearing Agency Participant” means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency effects book-entry
transfers and pledges of securities deposited with the Clearing Agency.



     “Closing Date” means                     , 20___.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time, and
Treasury Regulations promulgated thereunder.



     “Collateral” has the meaning specified in the Granting Clause of this Indenture.



     “Company” means Chrysler Residual Holdco LLC, a Delaware limited liability company,
and its successor in interest.



     “Controlling Class” means the Class [A] Notes until they are paid in full[; and
thereafter the Class B Notes].



     “Corporate Trust Office” means the principal office of the Indenture Trustee at which
at any particular time its corporate trust business shall be administered, which office at the date
of execution of this Indenture is located at [Address], Attention: [                    ], or at such other
address as the Indenture Trustee may designate from time to time by notice to the Noteholders and
the Issuer, or the principal corporate trust office of any successor Indenture Trustee at the
address designated by such successor Indenture Trustee by notice to the Noteholders and the Issuer.



     “Default” means any occurrence that is, or with notice or the lapse of time or both
would become, an Event of Default.



     “Definitive Notes” has the meaning specified in Section 2.11.



     “Depositor” means Chrysler Financial Services Americas LLC and its successor in
interest.



4









 





     “Event of Default” has the meaning specified in Section 5.01.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Executive Officer” means, with respect to any corporation, the Chief Executive
Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any
Vice President, the Secretary or the Treasurer of such corporation; and with respect to any
partnership, any general partner thereof.



     “Grant” means mortgage, pledge, bargain, warrant, alienate, remise, release, convey,
assign, transfer, create, and grant a lien upon and a security interest in and a right of set-off
against, deposit, set over and confirm pursuant to this Indenture. A Grant of the Collateral or of
any other agreement or instrument shall include all rights, powers and options (but none of the
obligations) of the granting party thereunder, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments in respect of the
Collateral and all other moneys payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the granting party or otherwise, and generally to do and receive
anything that the granting party is or may be entitled to do or receive thereunder or with respect
thereto.



     “Holder” or “Noteholder” means the Person in whose name a Note is registered
on the Note Register.



     “Indenture Trustee” means [                                        ], not in its individual
capacity but solely as Indenture Trustee under this Indenture, or any successor Indenture Trustee
under this Indenture.



     “Independent” means, when used with respect to any specified Person, that the Person
(a) is in fact independent of the Issuer, any other obligor on the Notes, the Seller and any
Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any
material indirect financial interest in the Issuer, any such other obligor, the Seller or any
Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other
obligor, the Seller or any Affiliate of any of the foregoing Persons as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar functions.



     “Independent Certificate” means a certificate or opinion to be delivered to the
Indenture Trustee under the circumstances described in, and otherwise complying with, the
applicable requirements of Section 11.01, made by an Independent appraiser or other expert
appointed by an Issuer Order and approved by the Indenture Trustee in the exercise of reasonable
care, and such opinion or certificate shall state that the signer has read the definition of
“Independent” in this Indenture and that the signer is Independent within the meaning thereof.



     “Interest Accrual Period” means, with respect to any Payment Date and the Notes, other
than the Class [A-1] Notes, the period from and including the [                    ] day of the month
preceding the month of such Payment Date (or, in the case of the first Payment Date, the Closing
Date) to and including the [                    ] day of the month of such Payment Date.



5









 





     “Interest Rate” means the Class [A-1] Interest Rate or the Class [A-2] Interest Rate.



     “Issuer”
means Chrysler Financial Auto Securitization Trust 20___-___ until a successor
replaces it and, thereafter, means the successor and, for purposes of any provision contained
herein and required by the TIA, each other obligor on the Notes.



     “Issuer Order” or “Issuer Request” means a written order or request signed in
the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture
Trustee.



     “Moody’s” means Moody’s Investors Service, Inc., or its successors.



     “Notes” means Class [A-1] Notes[,][or] Class [A-2] Notes[ or Class B Notes].



     “Note Depository Agreement” means the agreement dated                     , 20___, between the
Issuer and The Depository Trust Company, as the initial Clearing Agency, relating to the Class
[A-1] Notes and the Class [A-2] Notes, substantially in the form of Exhibit C.



     “Note Owner” or “Owner” means, with respect to a Book-Entry Note, the Person
who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing
Agency or on the books of a Person maintaining an account with such Clearing Agency (directly as a
Clearing Agency Participant or as an indirect participant, in each case in accordance with the
rules of such Clearing Agency).



     “Note Register” and “Note Registrar” have the respective meanings specified in
Section 2.05.



     “Officer’s Certificate” means a certificate signed by any Authorized Officer of the
Issuer, under the circumstances described in, and otherwise complying with, the applicable
requirements of Section 11.01, and delivered to the Indenture Trustee. Unless otherwise specified,
any reference in this Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of
any Authorized Officer of the Issuer.



     “Opinion of Counsel” means one or more written opinions of counsel who may, except as
otherwise expressly provided in this Indenture, be an employee of or counsel to the Issuer and who
shall be satisfactory to the Indenture Trustee, and which opinion or opinions shall be addressed to
the Indenture Trustee as Indenture Trustee, shall comply with any applicable requirements of
Section 11.01 and shall be in form and substance satisfactory to the Indenture Trustee.



     “Outstanding” means, as of the date of determination, all Notes theretofore
authenticated and delivered under this Indenture except:



          (i) Notes theretofore cancelled by the Note Registrar or delivered to the Note Registrar for
cancellation;




          (ii) Notes or portions thereof the payment for which money in the necessary amount has been
theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Holders of
such Notes (provided, however, that if such Notes are to be redeemed, notice



6









 






of such redemption has been duly given pursuant to this Indenture or provision for such notice
has been made, satisfactory to the Indenture Trustee); and




          (iii) Notes in exchange for or in lieu of which other Notes have been authenticated and
delivered pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is
presented that any such Notes are held by a bona fide purchaser;



provided, that in determining whether the Holders of the requisite Outstanding Amount of the Notes
have given any request, demand, authorization, direction, notice, consent or waiver hereunder or
under any Basic Document, Notes owned by the Issuer, any other obligor upon the Notes, the Seller
or any Affiliate of any of the foregoing Persons [(but excluding the Class B Notes owned by a
single Affiliate of the Issuer and pledged to secure obligations held by non-Affiliate investors)]
shall be disregarded and deemed not to be Outstanding, except that, in determining whether the
Indenture Trustee shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Notes that the Indenture Trustee knows to be so owned
shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s
right so to act with respect to such Notes and that the pledgee is not the Issuer, any other
obligor upon the Notes, the Seller or any Affiliate of any of the foregoing Persons.




     “Outstanding Amount” means the aggregate principal amount of all Notes, or Class of
Notes, as applicable, Outstanding at the date of determination. [For purposes of calculating the
“Outstanding Amount”, the Stated Principal Amount shall be deemed to be the aggregate principal
amount of the Class B Notes.]



     “Owner Trustee” means [                                        ], not in its individual capacity but
solely as Owner Trustee under the Trust Agreement, or any successor Owner Trustee under the Trust
Agreement.



     “Paying Agent” means the Indenture Trustee or any other Person that meets the
eligibility standards for the Indenture Trustee specified in Section 6.11 and is authorized by the
Issuer to make payments to and distributions from the Deposit Account, including payments of
principal of or interest on the Notes on behalf of the Issuer.



     “Payment Date” has the meaning assigned to it in the Sale and Servicing Agreement.



     “Payment Determination Date” has the meaning assigned to it in the Sale and Servicing
Agreement.



     “Percentage Interest” means [(a)] with respect to the Certificates, the percentage
interest in the Trust represented by a particular Certificate[, and (b) with respect to the Class B
Notes, the percentage of the Class B Stated Principal Amount represented by a particular Class B
Note].



     “Person” means any individual, limited liability company, corporation, estate,
partnership, joint venture, association, joint stock company, trust (including any beneficiary
thereof), unincorporated organization or government or any agency or political subdivision thereof.



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     “Predecessor Note” means, with respect to any particular Note, every previous Note
evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for
the purpose of this definition, any Note authenticated and delivered under Section 2.06 in lieu of
a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.



     “Proceeding” means any suit in equity, action at law or other judicial or
administrative proceeding.



     “Purchase Agreement” means the Purchase Agreement dated as of                     , 20___,
between the Seller and the Company.



     “QIB” means qualified institutional buyer as defined in Rule 144A.



     “Rating Agency” means [Moody’s, Standard & Poor’s and Fitch]. If no such organization
or successor is any longer in existence, “Rating Agency” shall be a nationally recognized
statistical rating organization or other comparable Person designated by the Issuer, notice of
which designation shall be given to the Indenture Trustee, the Owner Trustee, the Servicer and the
Backup Servicer.



     “Rating Agency Condition” means, with respect to any action, that each Rating Agency
shall have been given 10 days (or such shorter period as is acceptable to each Rating Agency) prior
notice thereof and that each of the Rating Agencies shall have notified the Seller, the Servicer,
the Backup Servicer, the Issuer and the Indenture Trustee in writing that such action will not
result in a reduction or withdrawal of the then current rating of the Senior Notes[; provided,
however, that upon payment in full of the Senior Notes, “Rating Agency Condition” means, with
respect to any action, that the Holders of a majority of the Class B Stated Principal Amount of the
Class B Notes shall have consented in writing prior to the taking of such action].



     “Record Date” means, with respect to a Payment Date or Redemption Date, the close of
business on the day immediately preceding such Payment Date or Redemption Date or, if Definitive
Notes have been issued pursuant to Section 2.13, the 15th day of the preceding month.



     “Redemption Date” means, in the case of a redemption of the Notes pursuant to Section
10.01, the Payment Date specified by the Servicer or the Issuer pursuant to Section 10.01.



     “Redemption Price” means in connection with a redemption of the Notes pursuant to
Section 10.01, [(a) in the case of the Senior Notes,] an amount equal to the unpaid principal
amount of the [Senior] Notes redeemed plus accrued and unpaid interest thereon at the weighted
average of the Interest Rates for each Class of [Senior] Notes being so redeemed to but excluding
the Redemption Date[ and (b) in the case of the Class B Notes, the Class B Payment Amount for the
Redemption Date].



     “Registered Holder” means the Person in whose name a Note is registered on the Note
Register on the applicable Record Date.



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     “Responsible Officer” means, with respect to the Indenture Trustee, any officer within
the Corporate Trust Office of the Indenture Trustee, including any Managing Director, Director,
Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary, Associate
or any other officer of the Indenture Trustee customarily performing functions similar to those
performed by any of the above designated officers and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer’s knowledge of and
familiarity with the particular subject, in each case having direct responsibility for the
administration of this Indenture.



     “Rule 144A” means Rule 144A under the Securities Act.



     “Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of
                    , 20___, among the Issuer, Chrysler Financial Services Americas LLC, as Seller and
Servicer, and the Backup Servicer.



     “Schedule of Receivables” means the list of the Receivables set forth in Schedule A
(which Schedule may be in the form of microfiche).



     “Secured Parties” has the meaning specified in the Granting Clause of this Indenture.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Seller” means Chrysler Financial Services Americas LLC, in its capacity as seller
under the Sale and Servicing Agreement, and its successor in interest.



     “Senior Notes” means the Class [A-1] Notes and Class [A-2] Notes.



     “Servicer” means Chrysler Financial Services Americas LLC, in its capacity as servicer
under the Sale and Servicing Agreement, and any Successor Servicer thereunder, including the Backup
Servicer if the Backup Servicer is appointed Successor Servicer.



     “State” means any one of the 50 States of the United States of America or the District
of Columbia.



     “Successor Servicer” means any successor Servicer (including the Backup Servicer)
appointed Servicer under the Sale and Servicing Agreement.



     “Trust Estate” means all money, instruments, rights and other property that are
subject or intended to be subject to the lien and security interest of this Indenture for the
benefit of the Noteholders (including all property and interests Granted to the Indenture Trustee),
including all proceeds thereof.



     “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in
force on the date hereof, unless otherwise specifically provided.



     “UCC” means, unless the context otherwise requires, the Uniform Commercial Code, as in
effect in the relevant jurisdiction, as amended from time to time.



9









 





     SECTION 1.02. Incorporation by Reference of Trust Indenture Act . Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. The following TIA terms used in this Indenture
have the following meanings:



     “Commission” means the Securities and Exchange Commission.



     “indenture securities” means the Notes.



     “indenture security holder” means a Noteholder.



     “indenture to be qualified” means this Indenture.



     “indenture trustee” or “institutional trustee” means the Indenture Trustee.



     “obligor” on the indenture securities means the Issuer and any other obligor on the indenture
securities.



     All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by Commission rule have the meaning assigned to them by
such definitions.



     SECTION 1.03. Rules of Construction. Unless the context otherwise requires:



          (i) a term has the meaning assigned to it;




          (ii) an accounting term not otherwise defined has the meaning assigned to it in accordance
with generally accepted accounting principles as in effect from time to time;




          (iii) “or” is not exclusive;




          (iv) “including” and its variations shall be deemed to be followed by “without limitation”;




          (v) words in the singular include the plural and words in the plural include the singular; and




          (vi) any agreement, instrument or statute defined or referred to herein or in any instrument
or certificate delivered in connection herewith means such agreement, instrument or statute as from
time to time amended, modified or supplemented and includes (in the case of agreements or
instruments) references to all attachments thereto and instruments incorporated therein; references
to a Person are also to its permitted successors and assigns.




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ARTICLE II




The Notes




     SECTION 2.01. Form. The Class [A-1] Notes[,][and] the Class [A-2] Notes[ and the
Class B Notes], in each case together with the Indenture Trustee’s certificate of authentication,
shall be in substantially the form set forth in Exhibit [A-1][,][and] Exhibit [A-2][ and Exhibit
B], respectively, with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may, consistently herewith, be
determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Note.



     The definitive Notes shall be typewritten, printed, lithographed or engraved or produced by
any combination of these methods (with or without steel engraved borders), all as determined by the
officers executing such Notes, as evidenced by their execution of such Notes.



     Each Note shall be dated the date of its authentication. The terms of the Notes set forth in
Exhibit [A-1][,][and] Exhibit [A-2][ and Exhibit B] are part of the terms of this Indenture.



     SECTION 2.02. Execution, Authentication and Delivery. The Notes shall be executed on
behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized
Officer on the Notes may be manual or facsimile.



     Notes bearing the manual or facsimile signature of individuals who were at any time Authorized
Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the authentication and delivery of such Notes or did not
hold such offices at the date of such Notes.



     The Indenture Trustee shall upon Issuer Order authenticate and deliver [Class [A-1] Notes for
original issue in an aggregate principal amount of $[                    ][,][and] Class [A-2] Notes for
original issue in the aggregate principal amount of $[                    ][ and Class B Notes for original
issue in the Class B Stated Principal Amount of $[                    ]]. The aggregate principal amount of
Class [A-1] Notes[,][and] Class [A-2] Notes[ and Class B Notes] outstanding at any time may not
exceed such respective amounts except as provided in Section 2.06.



     Each Note shall be dated the date of its authentication. The [Class [A-1] Notes shall be
issuable as registered Notes in the minimum denomination of $[                    ] and in integral multiples of
$[                    ] in excess thereof. [The Class B Notes shall be issuable as registered Notes in the
minimum denomination of $[                    ] and in integral multiples of $[                    ] in excess thereof.] The
Class [A-2] Notes shall be issuable as registered Notes in the minimum denomination of $[                    ]
and in integral multiples thereof].



     No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose, unless there appears on such Note a certificate of authentication substantially in the



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form provided for herein executed by the Indenture Trustee by the manual signature of one of its
authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the
only evidence, that such Note has been duly authenticated and delivered hereunder.



     SECTION 2.03. Temporary Notes. Pending the preparation of definitive Notes, the
Issuer may execute, and upon receipt of an Issuer Order the Indenture Trustee shall authenticate
and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise
produced, of the tenor of the definitive Notes in lieu of which they are issued and with such
variations not inconsistent with the terms of this Indenture as the officers executing such Notes
may determine, as evidenced by their execution of such Notes.



     If temporary Notes are issued, the Issuer shall cause definitive Notes to be prepared without
unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be
exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of
the Issuer to be maintained as provided in Section 3.02, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall execute, and the
Indenture Trustee shall authenticate and deliver in exchange therefor, a like principal amount of
definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as definitive Notes.



     SECTION 2.04. Limitations on Transfer of the Class [A-1] Notes[ and the Class B
Notes]. (a) The Class [A-1] Notes[ and the Class B Notes] have not been and will not be
registered under the Securities Act or any state or other applicable securities laws and will not
be listed on any exchange. No transfer of a Class [A-1] Note[ or a Class B Note] shall be made
unless such transfer is made pursuant to Rule 144A under the Securities Act, except that the
initial sale shall be made pursuant to Section 4(2) of the Securities Act. None of the Class [A-1]
Notes[ or the Class B Notes] or any interest or participation therein may be offered or sold except
to a person who the seller reasonably believes is a QIB in a transaction meeting the requirements
of Rule 144A. Each beneficial owner of a Class [A-1] Note[ or a Class B Note] is deemed to
represent and warrant that it is a QIB. The Seller shall provide to any Holder of a Class [A-1]
Note[ or a Class B Note] and any prospective transferee designated by any such Holder, information
regarding the Class [A-1] Notes[ or the Class B Notes (as applicable)] and the Receivables and such
other information as shall be necessary to satisfy the condition to eligibility set forth in Rule
144A(d)(4) for transfer of any such Class [A-1] Note[ or Class B Note] without registration thereof
under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Holder
of a Class [A-1] Note[ or a Class B Note] desiring to effect such a transfer shall, and does hereby
agree to, indemnify the Issuer, the Owner Trustee, the Indenture Trustee and the Seller against any
liability that may result if the transfer is not so exempt or is not made in accordance with
federal and state securities laws.



     [(b) The Class B Notes may not be acquired by or for the account of (i) an employee benefit
plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA,
(ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets
include plan assets by reason of a plan’s investment in the entity (each, a “Benefit Plan”). By
accepting and holding a Class B Note, the Holder thereof shall be deemed to have represented and
warranted that it is not a Benefit Plan.



12









 





     (c) Subject to the restrictions set for in the Trust Agreement, a Holder of Class B Notes may
sell, transfer and assign its Class B Notes; provided, that the Indenture Trustee and the
Owner Trustee shall have received an Opinion of Counsel to the effect that such transfer will not
cause the Issuer to be characterized as an association (or a publicly traded partnership) taxable
as a corporation for federal income tax purposes or Michigan income and single business tax
purposes. Notwithstanding anything herein or in the Trust Agreement, compliance with the proviso
of the preceding sentence shall be a condition to the consummation of the transaction referred to
above.



     (d) The Class B Notes may be transferred only in accordance with the provisions of Section
3.04(g) of the Trust Agreement. Nothwithstanding anything herein to the contrary but subject to
Section 2.04(e) below, no Class B Note shall be transferred without a simultaneous transfer of an
identical Percentage Interest of Certificates to the same transferee. Any purported transfer of a
Class B Note without such simultaneous transfer of Certificates will be null and void ab initio.
The Note Registrar and the Certificates Registrar shall maintain records with respect to ownership
and transfers of the Class B Notes identical in all respect to the records maintained with respect
to the Certificates.



     (e) The preceding Section 2.04(d) shall not apply if the Holder of a Class B Note shall have
(at its sole expense) supplied the Indenture Trustee with an opinion of nationally recognized tax
counsel to the effect that a transfer of a Class B Note that is not in accordance with the
preceding Section 2.04(d) would not cause the Issuer to be treated as an corporation or an
association taxable as a corporation for U.S. federal income tax purposes.]



     (f) The Owner Trustee shall cause each Class [A] Note[ and each Class B Note] to contain a
legend stating that transfer of the Class [A] Notes[ and Class B Notes] is subject to certain
restrictions and referring prospective purchasers of the Class [A] Notes[ and the Class B Notes] to
this Section 2.04 with respect to such restrictions.



     [(g) For so long as any Class [A-1] Notes or Class [A-2] Notes are Outstanding and are held by
persons who are not Affiliates of CFSA, any sale, transfer or assignment of Class B Notes
(including upon initial issuance) shall be subject to the prior delivery to the Indenture Trustee
of appropriate tax documentation demonstrating an exemption from United States federal income tax
withholding, and the Indenture Trustee shall not register any such sale, transfer or assignment
except upon receipt of such documentation; provided, however, that the foregoing requirement shall
not be considered satisfied to the extent such documentation consists (in whole or in part) of
Internal Revenue Service Form W-8BEN, unless such form claims a complete exemption from United
States federal income tax withholding on the basis of an applicable tax treaty (and, for the
avoidance of doubt, does not claim such exemption on the basis of the portfolio interest
exemption).]



     SECTION 2.05. Registration; Registration of Transfer and Exchange. The Issuer shall
cause to be kept a register (the “Note Register”) in which the Issuer shall provide for the
registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially
shall be the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein
provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a
successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.



13









 





     If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the
Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note
Registrar and of the location, and any change in the location, of the Note Register, and the
Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate
executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and
addresses of the Holders of the Notes and the principal amounts and number of such Notes.



     Upon surrender for registration of transfer of any Note at the office or agency of the Issuer
to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC
are met the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder
shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees,
one or more new Notes of the same Class in any authorized denominations, of a like aggregate
principal amount.



     At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any
authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be
exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the
requirements of Section 8-401(a) of the UCC are met the Issuer shall execute, and the Indenture
Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes
which the Noteholder making the exchange is entitled to receive.



     Every Note presented or surrendered for registration of transfer or exchange shall be duly
endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in
writing. The Indenture Trustee shall be permitted to request such evidence reasonably satisfactory
to it documenting the identity and/or signature of the transferor and the transferee.



     All Notes issued upon any registration of transfer or exchange of Notes shall be the valid
obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Notes surrendered upon such registration of transfer or exchange.



     No service charge shall be made to a Holder for any registration of transfer or exchange of
Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of transfer or exchange
of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer.



     The preceding provisions of this Section notwithstanding, the Issuer shall not be required to
make and the Note Registrar need not register transfers or exchanges of Notes selected for
redemption or of any Note for a period of 15 days preceding the due date for any payment with
respect to the Note.



     [The Class B Notes shall only be sold, assigned, transferred, pledged or otherwise conveyed to
the Depositor in accordance with Section 6.06 of the Sale and Servicing Agreement.]



14









 





     SECTION 2.06. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note
is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the
Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the
Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the
Indenture Trustee that such Note has been acquired by a bona fide purchaser, and provided that the
requirements of Sections 8-405 and 8-406 of the UCC are met, the Issuer shall execute, and upon
receipt of an Issuer Request the Indenture Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same
Class; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated
Note, shall have become or within seven days shall be due and payable, or shall have been called
for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or
stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If,
after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant
to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of
which such replacement Note was issued presents for payment such original Note, the Issuer and the
Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the
Person to whom it was delivered or any Person taking such replacement Note from such Person to whom
such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser,
and shall be entitled to recover upon the security or indemnity provided therefor to the extent of
any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection
therewith.



     Upon the issuance of any replacement Note under this Section, the Issuer may require the
payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other reasonable expenses (including the
fees and expenses of the Indenture Trustee) connected therewith.



     Every replacement Note issued pursuant to this Section in replacement of any mutilated,
destroyed, lost or stolen Note shall constitute an original additional contractual obligation of
the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.



     The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Notes.



     SECTION 2.07. Persons Deemed Owner. Prior to due presentment for registration of
transfer of any Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of
determination) as the owner of such Note for the purpose of receiving payments of principal of and
interest, if any, on, and any other amount owing in respect of, such Note and for all other
purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Indenture
Trustee or any agent of the Issuer or the Indenture Trustee shall be affected by notice to the
contrary.



15









 





     SECTION 2.08. Payment of Principal and Interest; Defaulted Interest. (a) The Class
[A-1] Notes and the Class [A-2] Notes shall accrue interest at the Class [A-1] Interest Rate and
the Class [A-2] Interest Rate, respectively, as set forth in Exhibit [A-1] and Exhibit [A-2],
respectively, and such interest shall be payable on each Payment Date as specified therein, subject
to Section 3.01. Interest on each Class of Senior Notes, other than the Class [A-1] Notes, will be
calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the
Class [A-1] Notes will be computed on the basis of the actual number of days in the Class [A-1]
Interest Accrual Period divided by 360. Any installment of interest or principal payable on a
Senior Note[, or any Class B Payment Amount payable on the Class B Notes,] that is punctually paid
or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in
whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check
mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on
such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.13,
with respect to Notes registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in
immediately available funds to the account designated by such nominee, and except for the final
installment of principal payable with respect to such Note on a Payment Date or on the applicable
class final scheduled Payment Date (and except for the Redemption Price for any Note called for
redemption pursuant to Section 10.01) which shall be payable as provided below. The funds
represented by any such checks returned undelivered shall be held in accordance with Section 3.03.



     (b) The principal of each Senior Note shall be payable in installments on each Payment Date as
provided in the forms of the Senior Notes set forth in Exhibit [A-1] and Exhibit [A-2].
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and
payable, if not previously paid, on the date on which an Event of Default shall have occurred and
be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a
majority of the Outstanding Amount of the Controlling Class have declared the Notes to be
immediately due and payable in the manner provided in Section 5.02. All principal payments on each
Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The
Indenture Trustee shall notify the Person in whose name a Note is registered at the close of
business on the Record Date preceding the Payment Date on which the Issuer expects that the
final installment of principal of and interest on such Note will be paid. Such notice shall
be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such
final installment will be payable only upon presentation and surrender of such Note and shall
specify the place where such Note may be presented and surrendered for payment of such installment.
Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in
Section 10.02.



     (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay
defaulted interest (plus interest on such defaulted interest to the extent lawful) at the
applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the
persons who are Noteholders on a subsequent special record date, which date shall be at least five
Business Days prior to the payment date. The Issuer shall fix or cause to be fixed any such
special record date and payment date, and, at least 15 days before any such special record date,
the Issuer shall mail to each Noteholder a notice that states the special record date, the payment
date and the amount of defaulted interest to be paid.



16









 





     [(d) The Class B Notes shall be entitled to receive the Class B Payment Amount on each Payment
Date or Redemption Date, as provided in the form of the Class B Notes set forth in Exhibit B. All
distributions of the Class B Payment Amount shall be made pro rata to the Holders of Class B Notes
entitled thereto. Payments of the Class B Payment Amount on the Class B Notes are subordinated to
the payment of the interest, principal and any premium owed on the Senior Notes as provided herein.
The failure to pay the Class B Payment Amount on the Class B Final Scheduled Payment Date shall be
an Event of Default under Section 5.01(ii) of this Indenture.]



     SECTION 2.09. Cancellation. All Notes surrendered for payment, registration of
transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture
Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture
Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Issuer may have acquired in any manner
whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. No
Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled Notes may be held or
disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy
as in effect at the time unless the Issuer shall direct by an Issuer Order that they be returned to
it; provided, that such Issuer Order is timely and the Notes have not been previously disposed of
by the Indenture Trustee.



     SECTION 2.10. Release of Collateral. Subject to Section 11.01 and the terms of the
Basic Documents, the Indenture Trustee shall release property from the lien of this Indenture only
upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel
and Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) or an Opinion of
Counsel in lieu of such
Independent Certificates to the effect that the TIA does not require any such Independent
Certificates.



     SECTION 2.11. Book-Entry Notes; Certificated Notes. (a) (A) The Class [A-1] Notes and
Class [A-2] Notes, upon original issuance, will be issued in the form of typewritten Notes
representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial
Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered
initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing
Agency, and no Owner thereof will receive a definitive Note representing such Note Owner’s interest
in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered
Class [A-1] Notes and Class [A-2] Notes (the “Definitive Notes”) have been issued to such Note
Owners pursuant to Section 2.13:



          (i) the provisions of this Section shall be in full force and effect;




          (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing
Agency for all purposes of this Indenture (including the payment of principal of and interest on
the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder of
the Book-Entry Notes and shall have no obligation to the Note Owners;




17









 








          (iii) to the extent that the provisions of this Section conflict with any other provisions of
this Indenture, the provisions of this Section shall control;




          (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall
be limited to those established by law and agreements between such Note Owners and the Clearing
Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless
and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will
make book-entry transfers among the Clearing Agency Participants and receive and transmit payments
of principal of and interest on the Book-Entry Notes to such Clearing Agency Participants; and




          (v) whenever this Indenture requires or permits actions to be taken based upon instructions or
directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the
Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it
has received instructions to such effect from Note Owners and/or Clearing Agency Participants
owning or representing, respectively, such required percentage of the beneficial interest in the
Notes and has delivered such instructions to the Indenture Trustee.




     (b) [Upon original issuance, the Class B Notes will be issued in the form of definitive, fully
registered notes without coupons (each, a “Certificated Note”) which shall be registered in the
name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by
the Indenture Trustee.]



     SECTION 2.12. Notices to Clearing Agency . Whenever a notice or other communication to the Noteholders is required under this
Indenture, (a) with respect to the Book-Entry Notes, unless and until Definitive Notes shall have
been issued to such Note Owners pursuant to Section 2.13, the Indenture Trustee shall give all such
notices and communications specified herein to be given to Holders of the Notes to the Clearing
Agency, and shall have no obligation to such Note Owners and (b) with respect to the Certificated
Notes, the Indenture Trustee shall give all such notices and communication to the Person in whose
name such Certificated Note is registered.



     SECTION 2.13. Definitive Notes. If (i) the Administrator advises the Indenture
Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Book-Entry Notes and the Administrator is unable to locate a
qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing
that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the
occurrence of an Event of Default or a Servicer Default, Owners of the Book-Entry Notes
representing beneficial interests aggregating at least a majority of the Outstanding Amount of such
Notes advise the Clearing Agency in writing that the continuation of a book-entry system through
the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing
Agency shall notify all Note Owners and the Indenture Trustee of the occurrence of any such event
and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to
the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing
Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture
Trustee shall authenticate the Definitive Notes in accordance with the instructions



18









 







of the Clearing
Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall
recognize the Holders of the Definitive Notes as Noteholders.



     SECTION 2.14. Tax Treatment. The Issuer has entered into this Indenture, and the
Senior Notes will be issued, with the intention that, for all purposes including federal, state and
local income, single business and franchise tax purposes, the Senior Notes will qualify as
indebtedness secured by the Trust Estate. The Issuer, by entering into this Indenture, and each
Noteholder, by its acceptance of a Senior Note (and each Note Owner by its acceptance of an
interest in the applicable Book-Entry Note), agree to treat the Senior Notes for all purposes
including federal, state and local income, single business and franchise tax purposes as
indebtedness of the Issuer. [With respect to the Class B Notes, it is the intention of the parties
hereto that, solely for income and franchise tax purposes, (i) so long as there is a sole Holder of
Class B Notes, the Issuer shall be treated as a security arrangement, with the assets of the Issuer
being the Receivables and other assets held by the Issuer, the owner of the Receivables being the
sole Holder of Class B Notes and the Senior Notes being non-recourse debt of the sole Holder of
Class B Notes and (ii) if there is more than one Holder of Class B Notes, the Issuer shall be
treated as a partnership for income and franchise tax purposes, with the assets of the partnership
being the Receivables and other assets held by the Issuer, the partners of the partnership being
the Holders of Class B Notes and the Senior Notes being debt of the partnership.]



     SECTION 2.15. Representations and Warranties as to the Security Interest of the Indenture
Trustee in the Receivables. The Issuer makes the following representations and warranties to
the Indenture Trustee. The representations and warranties speak as of the execution and delivery
of this Indenture and as of the Closing Date, and shall survive the sale of the Trust Estate to the
Issuer and the pledge thereof to the Indenture Trustee pursuant to this Indenture.



     (a) This Indenture creates a valid and continuing security interest (as defined in the UCC) in
the Receivables in favor of the Indenture Trustee, which security interest is prior to all other
Liens, and is enforceable as such as against creditors of and purchasers from the Issuer.



     (b) The Receivables constitute “tangible chattel paper” within the meaning of the UCC.



     (c) The Issuer owns and has good and marketable title to the Receivables free and clear of any
lien, claim or encumbrance of any Person.



     (d) The Issuer has caused on or prior to the closing date the filing of all appropriate
financing statements in the proper filing office in the appropriate jurisdictions under applicable
law in order to perfect the security interest in the Receivables granted to the Indenture Trustee
hereunder.



     (e) Other than the security interest granted to the Indenture Trustee pursuant to this
Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise
conveyed any of the Receivables. The Issuer has not authorized the filing of and is not aware of



19









 







any financing statements against the Issuer that include a description of collateral covering the
Receivables other than any financing statement relating to the security interest granted to the
Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of
any judgment
or tax lien filings against it.



     (f) The Servicer, as custodian for the Issuer, has in its possession all original copies of
the contracts that constitute or evidence the Receivables. The contracts that constitute or
evidence the Receivables do not have any marks or notations indicating that they have been pledged,
assigned or otherwise conveyed to any Person other than the Issuer.



ARTICLE III




Covenants




     SECTION 3.01. Payment of Principal and Interest and Other Amounts. The Issuer will
duly and punctually pay the principal of and interest, if any, on, and any other amount owing in
respect of, the Notes in accordance with the terms of the Notes and this Indenture. Without
limiting the foregoing, subject to Section 8.02(c), the Issuer will cause to be
distributed all amounts on deposit in the Deposit Account (including any subaccount thereof)
and allocated for distribution to the Noteholders on a Payment Date pursuant to the Sale and
Servicing Agreement (i) for the benefit of the Class [A-1] Notes, to the Class [A-1]
Noteholders[,][and] (ii) for the benefit of the Class [A-2] Notes, to the Class [A-2] Noteholders[
and (iii) for the benefit of the Class B Notes, to the Class B Noteholders]. Amounts properly
withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal
or any other amount shall be considered as having been paid by the Issuer to such Noteholder for
all purposes of this Indenture.



     SECTION 3.02. Maintenance of Office or Agency. The Issuer will maintain an office or
agency where Notes may be surrendered for registration of transfer or exchange, and where notices
and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The
Issuer hereby initially appoints the Indenture Trustee at its Corporate Trust Office to serve as
its agent for the foregoing purposes. The Issuer will give prompt written notice to the Indenture
Trustee of the location, and of any change in the location, of any such office or agency.



     SECTION 3.03. Money for Payments To Be Held in Trust. As provided in Section 8.02(a)
and (b), all payments of amounts due and payable with respect to any Notes that are to be made from
amounts withdrawn from the Deposit Account pursuant to Section 8.02(c) shall be made on behalf of
the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from
the Deposit Account for payments of Notes shall be paid over to the Issuer except as provided in
this Section.



     On or before the Business Day preceding each Payment Date and Redemption Date, the Issuer
shall allocate or cause to be allocated in the Deposit Account for distribution to the



20









 







Noteholders
an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be
held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the
Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act.



     The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and
deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the
Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject
to the provisions of this Section, that such Paying Agent will:



          (i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust
for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;




          (ii) give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon
the Notes) of which it has actual knowledge in the making of any payment required to be made with
respect to the Notes;




          (iii) at any time during the continuance of any such default, upon the written request of the
Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying
Agent;




          (iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums
held by it in trust for the payment of Notes if at any time it ceases to meet the standards
required to be met by a Paying Agent at the time of its appointment; and




          (v) comply with all requirements of the Code with respect to the withholding from any payments
made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any
applicable reporting requirements in connection therewith.




     The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the
Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the
Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent;
and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be
released from all further liability with respect to such money.



     Subject to applicable laws with respect to escheat of funds, any money held by the Indenture
Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and
remaining unclaimed for two years after such amount has become due and payable shall be discharged
from such trust and be paid to the Issuer on Issuer Request; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only
to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or
such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that
the Indenture Trustee or such Paying Agent, before being required to make any such repayment, shall
at the expense and direction of the Issuer cause to be published once, in a newspaper published in
the English language, customarily published on



21









 







each Business Day and of general circulation in The
City of New York, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee shall
also adopt and employ, at the expense and direction of the Issuer, any other reasonable means of
notification of such repayment (including, but not limited to, mailing notice of such repayment to
Holders whose Notes have been called but have not been surrendered for redemption or whose right to
or interest in moneys due and payable but not claimed is determinable from the records of the
Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).



     SECTION 3.04. Existence. The Issuer will keep in full effect its existence, rights
and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or
any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the
United States of America, in which case the Issuer will keep in full effect its existence, rights
and franchises under the laws of such other jurisdiction) and will obtain and preserve its
qualification to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other instrument or
agreement included in the Trust Estate.



     SECTION 3.05. Protection of Trust Estate. The Issuer will from time to time execute
and deliver all such supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments, and will take such
other action necessary or advisable to:



          (i) maintain or preserve the lien and security interest (and the priority thereof) of this
Indenture or carry out more effectively the purposes hereof;




          (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by
this Indenture;




          (iii) enforce any of the Collateral; or




          (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and
the Noteholders in such Trust Estate against the claims of all persons and parties.



The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any
financing statement, continuation statement or other instrument required to be executed pursuant to
this Section 3.05.




     SECTION 3.06. Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall
furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording and filing of this Indenture, any
indentures supplemental hereto, and any other requisite documents, and with respect to the
execution and filing of any financing statements and continuation statements, as are necessary to
perfect and make effective the lien and security interest of this Indenture and reciting the
details of such action, or stating that, in the opinion of such counsel, no such action is
necessary to make such lien and security interest effective.



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     (b) On or before                     , in each calendar year, beginning in 20___, the Issuer shall
furnish to the Indenture Trustee and the Backup Servicer an Opinion of Counsel either stating that,
in the opinion of such counsel, such action has been taken with respect to the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and with respect to the filing of any financing statements and continuation
statements as is necessary to maintain the lien and security interest created by this Indenture and
reciting the details of such action, or stating that in the opinion of such counsel no such action
is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also
describe the recording, filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents and the execution and filing of any financing
statements and continuation statements that will, in the opinion of such counsel, be
required to maintain the lien and security interest of this Indenture until                      in the
following calendar year.



     SECTION 3.07. Performance of Obligations; Servicing of Receivables. (a) The Issuer
will not take any action and will use its best efforts not to permit any action to be taken by
others that would release any Person from any of such Person’s material covenants or obligations
under any instrument or agreement included in the Trust Estate or that would result in the
amendment, hypothecation, subordination, termination or discharge of, or impair the validity or
effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture,
the Sale and Servicing Agreement or such other instrument or agreement.



     (b) The Issuer may contract with other Persons to assist it in performing its duties under
this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee
in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer.
Initially, the Issuer has contracted with the Servicer, the Backup Servicer and the Administrator
to assist the Issuer in performing its duties under this Indenture.



     (c) The Issuer will punctually perform and observe all of its obligations and agreements
contained in this Indenture, the Basic Documents and in the instruments and agreements included in
the Trust Estate, including but not limited to filing or causing to be filed all UCC financing
statements and continuation statements required to be filed by the terms of this Indenture and the
Sale and Servicing Agreement in accordance with and within the time periods provided for herein and
therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend,
modify, supplement or terminate any Basic Document or any provision thereof without the consent of
the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount of the Notes.



     (d) If the Issuer shall have knowledge of the occurrence of a Servicer Default under the Sale
and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee, the Backup
Servicer and the Rating Agencies thereof, and shall specify in such notice the action, if any, the
Issuer is taking with respect to such default. If a Servicer Default shall arise from the failure
of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement
with respect to the Receivables, the Issuer shall take all reasonable steps available to it to
remedy such failure.




23












 





     (e) On or promptly after the Issuer giving notice of termination to the Servicer of the
Servicer’s rights and powers pursuant to Section 8.01 of the Sale and Servicing Agreement, the
Backup Servicer, without further action, shall automatically be appointed the Successor Servicer.
In the event that the Backup Servicer is unwilling or legally unable to act as Successor Servicer
or that there is no Backup Servicer, the Indenture Trustee or the Holders of Notes representing not
less than a majority of the Outstanding Amount of the Controlling Class shall appoint, or if 30
days have passed from the time when the Servicer or Backup Servicer ceases to act as Servicer,
petition a court of competent jurisdiction to appoint, an Eligible Servicer as the Successor
Servicer under the Sale and Servicing Agreement. In connection with any such appointment, the
Indenture Trustee may make such arrangements for the compensation of such successor as it and such
successor shall agree, subject to the limitations set forth below and in the Sale and Servicing
Agreement, and in accordance with Section 8.02 of the Sale and Servicing Agreement, the Issuer
shall enter into an agreement with such successor for the servicing of the Receivables (such
agreement to be in form and substance satisfactory to the Indenture Trustee).



     (f) Upon any termination of the Servicer’s rights and powers pursuant to the Sale and
Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and the Backup
Servicer. Upon the Backup Servicer becoming the Successor Servicer or any appointment of any other
Successor Servicer, the Issuer shall notify the Indenture Trustee of such appointment, specifying
in such notice the name and address of such Successor Servicer.



     (g) Without derogating from the absolute nature of the assignment granted to the Indenture
Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees
(i) that it will not, without the prior written consent of the Indenture Trustee or the Holders of
at least a majority in Outstanding Amount of the Notes, amend, modify, waive, supplement, terminate
or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender
of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing
Agreement) or the Basic Documents, or waive timely performance or observance by the Servicer, the
Seller or the Backup Servicer under the Sale and Servicing Agreement; and (ii) that any such
amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the
timing of, distributions that are required to be made for the benefit of the Noteholders or (B)
reduce the aforesaid percentage of the Notes that is required to consent to any such amendment,
without the consent of the Holders of all the Outstanding Notes. If any such amendment,
modification, supplement or waiver shall be so consented to by the Indenture Trustee or such
Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to
execute and deliver, in its own name and at its own expense, such agreements, instruments, consents
and other documents as the Indenture Trustee may deem necessary or appropriate in the
circumstances.



     SECTION 3.08. Negative Covenants. So long as any Notes are Outstanding, the Issuer
shall not:



          (i) except as expressly permitted by this Indenture, the Purchase Agreement or the Sale and
Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the properties or
assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the
Indenture Trustee;




24









 








          (ii) claim any credit on, or make any deduction from the principal or interest or any other
amount payable in respect of, the Notes (other than amounts properly withheld from such payments
under the Code) or assert any claim against any present or former Noteholder by reason of the
payment of the taxes levied or assessed upon any part of the Trust Estate;




          (iii) dissolve or liquidate in whole or in part; or




          (iv) (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the
lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or
permit any Person to be released from any covenants or obligations with respect to the Notes under
this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise,
claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to
be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof
or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other
liens that arise by operation of law, in each case on any of the Financed Vehicles and arising
solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this
Indenture not to constitute a valid first priority (other than with respect to any such tax,
mechanics’ or other lien) security interest in the Trust Estate.




     SECTION 3.09. Annual Statement as to Compliance. The Issuer will deliver to the
Indenture Trustee, within 120 days after the end of each fiscal year of the Issuer (commencing with
the fiscal year 20___), an Officer’s Certificate stating, as to the Authorized Officer signing such
Officer’s Certificate, that:



          (i) a review of the activities of the Issuer during such year and of its performance under
this Indenture has been made under such Authorized Officer’s supervision; and




          (ii) to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has
complied with all conditions and covenants under this Indenture throughout such year or, if there
has been a default in its compliance with any such condition or covenant, specifying each such
default known to such Authorized Officer and the nature and status thereof.




     SECTION 3.10. Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer
shall not consolidate or merge with or into any other Person, unless:



          (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger
shall be a Person organized and existing under the laws of the United States of America or any
State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to
the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment
of the principal of and interest on all Notes and the performance or observance of every agreement
and covenant of this Indenture on the part of the Issuer to be performed or observed, all as
provided herein;




          (ii) immediately after giving effect to such transaction, no Default or Event of Default shall
have occurred and be continuing;




25









 








          (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction;




          (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies
thereof to the Indenture Trustee) to the effect that such transaction will not have any material
adverse tax consequence to the Issuer, any Noteholder or any Certificateholder;




          (v) any action that is necessary to maintain the lien and security interest created by this
Indenture shall have been taken; and




          (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an
Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture
comply with this Article III and that all conditions precedent herein provided for relating to such
transaction have been complied with (including any filing required by the Exchange Act).




     (b) The Issuer shall not convey or transfer any of its properties or assets, including those
included in the Trust Estate, to any Person, unless:



          (i) the Person that acquires by conveyance or transfer the properties and assets of the Issuer
the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a
Person organized and existing under the laws of the United States of America or any State, (B)
expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture
Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the
principal of and interest on all Notes and the performance or observance of every agreement and
covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided
herein, (C) expressly agrees by means of such supplemental indenture that all right, title and
interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of
the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to
indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense
arising under or related to this Indenture and the Notes and (E) expressly agrees by means of such
supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall
make all filings with the Commission (and any other appropriate Person) required by the Exchange
Act in connection with the Notes;




          (ii) immediately after giving effect to such transaction, no Default or Event of Default shall
have occurred and be continuing;




          (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction;




          (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies
thereof to the Indenture Trustee) to the effect that such transaction will not have any material
adverse federal income or Michigan income or single business tax consequence to the Issuer or any
Noteholder or any Certificateholder;




          (v) any action that is necessary to maintain the lien and security interest created by this
Indenture shall have been taken; and




26









 








          (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an
Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture
comply with this Article III and that all conditions precedent herein provided for relating to such
transaction have been complied with (including any filing required by the Exchange Act).




     SECTION 3.11. Successor or Transferee. (a) Upon any consolidation or merger of the
Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or
merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every
right and power of, the Issuer under this Indenture with the same effect as if such Person had been
named as the Issuer herein.



     (b) Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to
Section 3.10(b), Chrysler Financial Auto Securitization Trust
20___-___ will be released from every
covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with
respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee
stating that Chrysler Financial Auto Securitization Trust
20___-___ is to be so released.



     SECTION 3.12. No Other Business. The Issuer shall not engage in any business other
than financing, purchasing, owning, selling and managing the Receivables in the manner contemplated
by this Indenture and the Basic Documents and activities incidental thereto. The Issuer shall not
fund the purchase of any new Contracts.



     SECTION 3.13. No Borrowing. The Issuer shall not issue, incur, assume, guarantee or
otherwise become liable, directly or indirectly, for any indebtedness.



     SECTION 3.14. Servicer’s Obligations. The Issuer shall cause the Servicer to comply
with Sections 4.09, 4.10, 4.11 and 5.07 and Article XI of the Sale and Servicing Agreement.



     SECTION 3.15. Guarantees, Loans, Advances and Other Liabilities. Except as
contemplated by the Sale and Servicing Agreement or this Indenture, the Issuer shall not make any
loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the
effect of assuring another’s payment or performance on any obligation or capability of so doing or
otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection
with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree
contingently to do so) any stock, obligations, assets or securities of, or any other interest in,
or make any capital contribution to, any other Person.



     SECTION 3.16. Capital Expenditures. The Issuer shall not make any expenditure (by long-term or operating lease or otherwise)
for capital assets (either realty or personalty).



     SECTION 3.17. Removal of Administrator. So long as any Notes are Outstanding, the
Issuer shall not remove the Administrator without cause unless the Rating Agency Condition shall
have been satisfied in connection with such removal.



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     SECTION 3.18. Restricted Payments. The Issuer shall not, directly or indirectly, (i)
pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash,
property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial
interest in the Issuer or otherwise with respect to any ownership or equity interest or security in
or of the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value
any such ownership or equity interest or security or (iii) set aside or otherwise segregate any
amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, (x)
distributions as contemplated by, and to the extent funds are available for such purpose under, the
Sale and Servicing Agreement or the Trust Agreement and (y) payments to the Indenture Trustee
pursuant to Section 1(a)(ii) of the Administration Agreement. The Issuer will not, directly or
indirectly, make payments to or distributions from the Deposit Account except in accordance with
this Indenture and the Basic Documents.



     SECTION 3.19. Notice of Events of Default. The Issuer shall give the Indenture
Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder and each
default on the part of the Servicer or the Seller of its obligations under the Sale and Servicing
Agreement and each default on the part of the Company or the Seller of its obligations under the
Purchase Agreement.



     SECTION 3.20. Further Instruments and Acts. Upon request of the Indenture Trustee,
the Issuer will execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of this Indenture.



ARTICLE IV




Satisfaction and Discharge




     SECTION 4.01. Satisfaction and Discharge of Indenture. This Indenture shall cease to
be of further effect with respect to the Notes except as to (i) rights of registration of transfer
and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of
Noteholders to receive payments of principal thereof and interest
thereon and any other amount owing in respect thereof, (iv) Sections 3.03, 3.04, 3.05, 3.08,
3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture Trustee hereunder
(including the rights of the Indenture Trustee under Section 6.07 and the obligations of the
Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof
with respect to the property so deposited with the Indenture Trustee payable to all or any of them,
and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes,
when:



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     (A) either:



               (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been
destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii)
Notes for whose payment money has theretofore been deposited in trust or segregated and held in
trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided
in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or



               (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation:



          a. have become due and payable[,][or]




          b. [will become due and payable at the Class B Final Scheduled Date within one year, or]




          c. are to be called for redemption within one year under arrangements satisfactory to the
Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and
at the expense, of the Issuer,




and the Issuer, in the case of a., b. or c. above, has irrevocably deposited or
caused to be irrevocably deposited with the Indenture Trustee cash or direct
obligations of or obligations guaranteed by the United States of America (which will
mature prior to the date such amounts are payable), in trust for such purpose, in an
amount sufficient to pay and discharge the entire indebtedness on such Notes not
theretofore delivered to the Indenture Trustee for cancellation when due to the
applicable final scheduled Payment Date or Redemption Date (if Notes shall have been
called for redemption pursuant to Section 10.01), as the case may be;




     (B) the Issuer has paid or caused to be paid all other sums payable hereunder by the
Issuer; and




     (C) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an
Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent
Certificate from a firm of certified public accountants, each meeting the applicable
requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all
conditions precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.



     SECTION 4.02. Application of Trust Money. (a) All moneys deposited with the Indenture
Trustee pursuant to Section 4.01 hereof shall be held in trust and applied by it, in accordance
with the provisions of the Notes and this Indenture, to the payment, either directly or through any
Paying Agent, as the Indenture Trustee may determine, to the Holders of the particular Notes for
the payment or redemption of which such moneys have been deposited with the Indenture Trustee, of
all sums due and to become due thereon for principal and interest [(or other amounts with respect
to the Class B Notes)]; but such moneys need not be segregated from



29









 







other funds except to the
extent required herein or in the Sale and Servicing Agreement or required by law.



     (b) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of
income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder
in accordance with this Section. The Paying Agent is hereby authorized and directed to retain from
amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that
is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from
contesting any such tax in appropriate proceedings and withholding payment of such tax, if
permitted by law, pending the outcome of such proceedings). The amount of any withholding tax
imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the
time it is withheld by the Trust and remitted to the appropriate taxing authority.



     SECTION 4.03. Repayment of Moneys Held by Paying Agent. In connection with the
satisfaction and discharge of this Indenture with respect to the Notes, all moneys then held by any
Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect
to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and
applied according to Section 3.03 and thereupon such Paying Agent shall be released from all
further liability with respect to such moneys.



ARTICLE V




Remedies




     SECTION 5.01. Events of Default. “Event of Default”, wherever used herein, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body):



          (i) default in the payment of any interest on the Controlling Class when the same becomes due
and payable, and such default shall continue for a period of five days or more;




          (ii) default in the payment of the principal of or any installment of the principal of any
Note when the same becomes due and payable; or




          (iii) default in the observance or performance of any covenant or agreement of the Issuer made
in this Indenture (other than a covenant or agreement, a default in the observance or performance
of which is elsewhere in this Section specifically dealt with), or any representation or warranty
of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant
hereto or in connection herewith proving to have been incorrect in any material respect as of the
time when the same shall have been made, and such default shall continue or not be cured,
or the
circumstance or condition in respect of which such misrepresentation or warranty was incorrect
shall not have been eliminated or otherwise cured,



30









 






for a period of 30 days after there shall have
been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the
Issuer and the Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of the
Controlling Class, a written notice specifying such default or incorrect representation or warranty
and requiring it to be remedied and stating that such notice is a notice of Default hereunder; or




          (iv) the filing of a decree or order for relief by a court having jurisdiction in the premises
in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under
any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding-up
or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days; or




          (v) the commencement by the Issuer of a voluntary case under any applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the
Issuer to the entry of an order for relief in an involuntary case under any such law, or the
consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of
the Trust Estate, or the making by the Issuer of any general assignment for the benefit of
creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the
taking of any action by the Issuer in furtherance of any of the foregoing.



The Issuer shall deliver to the Indenture Trustee, within five days after the occurrence thereof,
written notice in the form of an Officer’s Certificate of any event which with the giving of notice
and the lapse of time would become an Event of Default under clause (iii), its status and what
action the Issuer is taking or proposes to take with respect thereto.




     SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. If an Event of
Default should occur and be continuing, then and in every such case the Indenture Trustee or the
Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling
Class may declare all the Notes to be immediately due and payable, by a notice in writing to the
Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the
unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through
the date of acceleration, shall become immediately due and payable.



     At any time after such declaration of acceleration of maturity has been made and before a
judgment or decree for payment of the money due has been obtained by the Indenture Trustee as
hereinafter in this Article V provided, the Holders of Notes representing a majority of the
Outstanding Amount of the Controlling Class, by written notice to the Issuer and the Indenture
Trustee, may rescind and annul such declaration and its consequences if:



          (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:




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               (A) all payments of principal of and interest on all Notes and all other amounts that would
then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration
had not occurred; and



               (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and
counsel; and



          (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has
become due solely by such acceleration, have been cured or waived as provided in Section 5.12.



No such rescission shall affect any subsequent default or impair any right consequent thereto.




     SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Indenture
Trustee. (a) The Issuer covenants that if (i) there is an Event of Default relating to the
payment of any interest on any Note when the same becomes due and payable, and such default
continues for a period of five days, or (ii) default is made in the payment of the principal of or
any installment of the principal of any Note when the same becomes due and payable, the Issuer
will, upon demand of the Indenture Trustee, pay to it, for the benefit of the Holders of such
Notes, the whole amount then due and payable on such Notes for principal and interest, with
interest on the overdue principal and, to the extent payment at such rate of interest shall be
legally enforceable, on overdue installments of interest at the rate borne by the related Notes
and, in addition thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses, disbursements and advances
of the Indenture Trustee and its agents and counsel.



     (b) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the
Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding
for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or
final decree, and may enforce the same against the Issuer or other obligor upon such Notes and
collect in the manner provided by law out of the property of the Issuer or other obligor upon such
Notes, wherever situated, the moneys adjudged or decreed to be payable.



     (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more
particularly provided in Section 5.04, in its discretion, proceed to protect and enforce its rights
and the rights of the Secured Parties, by such appropriate Proceedings as the Indenture
Trustee shall deem most effective to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of
any power granted herein, or to enforce any other proper remedy or legal or equitable right vested
in the Indenture Trustee by this Indenture or by law.



     (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes
or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title
11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or
other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or
liquidator, sequestrator or similar official shall have been appointed for or



32









 







taken possession of
the Issuer or its property or such other obligor or Person, or in case of any other comparable
judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or
property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the
principal of any Notes shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to
the provisions of this Section, shall be entitled and empowered, by intervention in such
Proceedings or otherwise:



          (i) to file and prove a claim or claims for the whole amount of principal and interest owing
and unpaid in respect of the Notes and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Indenture Trustee (including any claim for
reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their
respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities
incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee,
except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;




          (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of
Notes in any election of a trustee, a standby trustee or Person performing similar functions in any
such Proceedings;




          (iii) to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute all amounts received with respect to the claims of the Noteholders and of
the Indenture Trustee on their behalf; and




          (iv) to file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Indenture Trustee or the Holders of Notes allowed in
any Proceedings relative to the Issuer, its creditors and its property;



and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding
is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, in
the event that the Indenture Trustee shall consent to the making of payments directly to such
Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover
reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their
respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result
of negligence or bad faith.




     (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize
or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any
Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in
bankruptcy or similar Person.



     (f) All rights of action and of asserting claims under this Indenture, or under any of the
Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes



33









 







or the
production thereof in any trial or other Proceedings relative thereto, and any such action or
Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements
and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the Holders of the Notes.



     (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving
the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a
party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall
not be necessary to make any Noteholder a party to any such Proceedings.



     SECTION 5.04. Remedies; Priorities. (a) If an Event of Default shall have occurred
and be continuing, the Indenture Trustee may do one or more of the following (subject to Section
5.05):



          (i) institute Proceedings in its own name and as trustee of an express trust for the
collection of all amounts then payable on the Notes or under this Indenture with respect thereto,
whether by declaration or otherwise, enforce any judgment obtained and collect from the Issuer and
any other obligor upon such Notes moneys adjudged due;




          (ii) institute Proceedings from time to time for the complete or partial foreclosure of this
Indenture with respect to the Trust Estate;




          (iii) exercise any remedies of a secured party under the UCC and take any other appropriate
action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of
the Notes; and




          (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or
more public or private sales called and conducted in any manner permitted by law;



provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate
following an Event of Default, other than an Event of Default described in Section 5.01(i) or (ii)
with respect to the Controlling Class, unless (A) the Holders of 100% of the Outstanding Amount of
the Senior Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the
Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Senior
Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate will
not continue to provide sufficient funds for the payment of principal of
and interest on the Senior Notes as they would have become due if the Notes had not been declared
due and payable, and the Indenture Trustee obtains the consent of Holders of 66 2/3% of the
Outstanding Amount of the Controlling Class. In determining such sufficiency or insufficiency with
respect to clause (B) and (C), the Indenture Trustee may, but need not, obtain and rely upon an
opinion of an Independent investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.




     (b) (i) On any payment date designated by the Indenture Trustee to distribute any money or
property collected pursuant to this Article V following the acceleration of the
payment



34









 







of the
Notes in connection with an Event of Default, the Indenture Trustee shall distribute such money and
property and/or the Total Distribution Amount, as applicable, for such date in the following
amounts and in the following order:




     FIRST: upon the acceleration of the payment of the Notes in connection with an Event
of Default or if CFSA is no longer acting as Servicer of the Receivables, to the Indenture
Trustee and the Owner Trustee, all fees and expenses then due and unpaid;




     SECOND: to the Servicer for any due and unpaid Servicing Fee;




     THIRD: on a pro rata basis (i) to the Backup Servicer, the Backup Servicer Fee for the
related Payment Date and any previously unpaid Backup Servicer Fees, and (ii) to any
successor Servicer (including the Backup Servicer as Successor Servicer) any indemnity
amounts due and unpaid to such successor Servicer (including, if the Backup Servicer is the
Successor Servicer, amounts due to the Backup Servicer and not paid by CFSA pursuant to
Section 7.03(a) or (b) of the Sale and Servicing Agreement) and any unreimbursed Transition
Costs due in connection with a transfer of servicing; provided, however, that with respect
to clause (ii) above, aggregate payments for such indemnification amounts and any Transition
Costs shall not exceed $[___];




     FOURTH: on a pro rata basis, to the Class [A] Noteholders for amounts due and unpaid on
the Class [A] Notes, for interest (including any premium), ratably, without preference or
priority of any kind, according to the Outstanding Amounts of the Class [A] Notes;




     FIFTH: to the Noteholders in the following order of priority:




     (a) to Holders of the Class [A-1] Notes for amounts due and unpaid on the Class [A-1]
Notes for principal, ratably, without preference or priority of any kind, until the
Outstanding Amount of the Class [A-1] Notes is reduced to zero; and




     (b) to Holders of the Class [A-2] Notes for amounts due and unpaid on the Class [A-2]
Notes for principal, ratably, without preference or priority of any kind, until the
aggregate Outstanding Amount of the Class [A-2] Notes is reduced to zero;




     SIXTH: on a pro rata basis (i) to any successor Servicer (including the Backup
Servicer) all indemnities of such successor Servicer then due and unpaid and (ii) on a pro
rata basis to the Indenture Trustee and the Owner Trustee for all indemnities of the
Indenture Trustee and Owner Trustee then due and unpaid[;][and]




     SEVENTH: if a Successor Servicer other than the Backup Servicer has become the Servicer
pursuant to Section 8.02 of the Sale and Servicing Agreement, Additional Servicing Fee, if
any, for the immediately preceding Collection Period[; and




     EIGHTH: to Holders of the Class B Notes, the amounts remaining].


If payment of the Notes has been accelerated due to an Event of Default, the Indenture Trustee may
fix a record date and payment date for any payment to Noteholders pursuant to this Section.


35









 






 At
least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture
Trustee a notice that states the record date, the payment date and the amount to be paid.




     SECTION 5.05. Optional Preservation of the Receivables. If the Notes have been
declared to be due and payable under Section 5.02 following an Event of Default and such
declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may,
but need not, elect to maintain possession of the Trust Estate. It is the desire of the parties
hereto and the Noteholders that there be at all times sufficient funds for the payment of principal
of and interest on the Notes, and the Indenture Trustee shall take such desire into account when
determining whether or not to maintain possession of the Trust Estate. In determining whether to
maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely
upon an opinion of an Independent investment banking or accounting firm of national reputation as
to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such
purpose.



     SECTION 5.06. Limitation of Suits. No Holder of any Note shall have any right to
institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:



          (i) such Holder has previously given written notice to the Indenture Trustee of a continuing
Event of Default;




          (ii) the Holders of not less than 25% of the Outstanding Amount of the Notes have made written
request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default
in its own name as Indenture Trustee hereunder;




          (iii) such Holder or Holders have offered to the Indenture Trustee indemnity reasonably
satisfactory to it against the costs, expenses and liabilities to be incurred in complying with
such request;




          (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute such Proceedings; and




          (v) no direction inconsistent with such written request has been given to the Indenture
Trustee during such 60-day period by the Holders of a majority of the Outstanding Amount of the
Notes.



It is understood and intended that no one or more Holders of Notes shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this Indenture, except in the
manner herein provided.




     In the event the Indenture Trustee shall receive conflicting or inconsistent requests and
indemnity from two or more groups of Holders of Notes, each representing less than a majority of
the Outstanding Amount of the Notes, the Indenture Trustee in its sole discretion may



36









 







determine
what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.



     SECTION 5.07. Unconditional Rights of Noteholders To Receive Principal and Interest.
Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the
right, which is absolute and unconditional, to receive payment of the principal of and interest, if
any, on such Note on or after the respective due dates thereof expressed in such Note or in this
Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired without the consent
of such Holder.



     SECTION 5.08. Restoration of Rights and Remedies. If the Indenture Trustee or any
Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and
such Proceeding has been discontinued or abandoned for any reason or has been determined adversely
to the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be
restored severally and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Indenture Trustee and the Noteholders shall continue as though no such
Proceeding had been instituted.



     SECTION 5.09. Rights and Remedies Cumulative. No right or remedy herein conferred
upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.



     SECTION 5.10. Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Holder of any Note to exercise any
right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy
or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every
right and remedy given by this Article V or by law to the Indenture Trustee or to the Noteholders
may be exercised from time to time, and as often as may be deemed expedient, by the Indenture
Trustee or by the Noteholders, as the case may be.



     SECTION 5.11. Control by Controlling Class. The Holders of a majority of the
Outstanding Amount of the Controlling Class shall have the right to direct the time, method and
place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect
to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:



          (i) such direction shall not be in conflict with any rule of law or with this Indenture;





37









 








          (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to
sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than 100% of
the Outstanding Amount of the Controlling Class;




          (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture
Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the
Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the
Controlling Class to sell or liquidate the Trust Estate shall be of no force and effect; and




          (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee
that is not inconsistent with such direction.



Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the
Indenture Trustee need not take any action that it determines might involve it in liability or
might materially adversely affect the rights of any Noteholders not consenting to such action.




     SECTION 5.12. Waiver of Past Defaults. Prior to the declaration of the acceleration
of the maturity of the Notes as provided in Section 5.02, the Holders of Notes of not less than a
majority of the Outstanding Amount of the Controlling Class may waive any past Default or Event of
Default and its consequences except a Default (a) in payment of principal of or interest on any of
the Notes or (b) in respect of a covenant or provision hereof which cannot be modified or amended
without the consent of the Holder of each Note. In the case of any such waiver, the Issuer, the
Indenture Trustee and the Holders of the Notes shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereto.



     Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and
not to have occurred, and any Event of Default arising therefrom shall be deemed to
have been cured and not to have occurred, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or Event of Default or impair any right
consequent thereto.



     SECTION 5.13. Undertaking for Costs. All parties to this Indenture agree, and each
Holder of a Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted
by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant; but the provisions
of this Section shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit
instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more
than 10% of the Outstanding Amount of the Notes or (c) any suit instituted by any Noteholder for
the enforcement of the payment of principal of or interest on any Note on or after the respective
due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after
the Redemption Date).



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     SECTION 5.14. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Indenture Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.



     SECTION 5.15. Action on Notes. The Indenture Trustee’s right to seek and recover
judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or
application of any other relief under or with respect to this Indenture. Neither the lien of this
Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired
by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the
Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance
with Section 5.04(b).



     SECTION 5.16. Performance and Enforcement of Certain Obligations. (a) Promptly
following a request from the Indenture Trustee to do so and at the Administrator’s expense, the
Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure
the performance and observance by the Seller or the Servicer, as applicable, of each of their
obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the
Seller or the Company, as applicable, of each of their obligations
under or in connection with the Purchase Agreement, and to exercise any and all rights,
remedies, powers and privileges lawfully available to the Issuer under or in connection with the
Sale and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee,
including the transmission of notices of default on the part of the Seller or the Servicer
thereunder and the institution of legal or administrative actions or proceedings to compel or
secure performance by the Seller or the Servicer of each of their obligations under the Sale and
Servicing Agreement.



     (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at
the direction (which direction shall be in writing or by telephone (confirmed in writing promptly
thereafter)) of the Holders of 66 2/3% of the Outstanding Amount of the Controlling Class shall,
exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or
the Servicer under or in connection with the Sale and Servicing Agreement, or against the Company
or the Seller under or in connection with the Purchase Agreement, including the right or power to
take any action to compel or secure performance or observance by the Seller or the Servicer, or the
Company or the Seller, as the case may be, of each of their obligations to the Issuer thereunder
and to give any consent, request, notice, direction, approval, extension or waiver under the Sale
and Servicing Agreement or the Purchase Agreement, as the case may be, and any right of the Issuer
to take such action shall be suspended.



39









 





ARTICLE VI




The Indenture Trustee




     SECTION 6.01. Duties of Indenture Trustee. (a) If an Event of Default has occurred
and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this
Indenture and use the same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person’s own affairs.



     (b) Except during the continuance of an Event of Default:



          (i) the Indenture Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations shall be read into
this Indenture against the Indenture Trustee; and




          (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of
this Indenture; however, the Indenture Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture.




     (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:



          (i) this paragraph does not limit the effect of paragraph (b) of this Section;




          (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by
a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining
the pertinent facts; and




          (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits
to take in good faith in accordance with a direction received by it pursuant to Section 5.11.




     (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is
subject to paragraphs (a), (b), (c) and (g) of this Section.



     (e) The Indenture Trustee shall not be liable for interest on any money received by it except
as the Indenture Trustee may agree in writing with the Issuer.



     (f) Money held in trust by the Indenture Trustee need not be segregated from other funds
except to the extent required by law or the terms of this Indenture or the Sale and Servicing
Agreement.



     (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its
own funds or otherwise incur financial liability in the performance of any of its duties hereunder
or in the exercise of any of its rights or powers, if it shall have reasonable grounds to



40









 







believe
that repayment of such funds or indemnity reasonably satisfactory to it against such risk or
liability is not reasonably assured to it.



     (h) Every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Indenture Trustee shall be subject to the provisions of this Section
and to the provisions of the TIA.



     SECTION 6.02. Rights of Indenture Trustee. (a) The Indenture Trustee may rely on any
document believed by it to be genuine and to have been signed or presented by the proper person.
The Indenture Trustee need not investigate any fact or matter stated in the document.



     (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s
Certificate or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.



     (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys or a custodian or nominee,
and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of,
or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care
by it hereunder.



     (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers; provided, that the
Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.



     (e) The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with
respect to legal matters relating to this Indenture and the Notes shall be full and complete
authorization and protection from liability in respect to any action taken, omitted or suffered by
it hereunder in good faith and in accordance with the advice or opinion of such counsel.



     SECTION 6.03. Individual Rights of Indenture Trustee. The Indenture Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal
with the Issuer or its Affiliates with the same rights it would have if it were not Indenture
Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with
like rights. However, the Indenture Trustee must comply with Sections 6.11 and 6.12.



     SECTION 6.04. Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of this Indenture or the
Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it
shall not be responsible for any statement of the Issuer in the Indenture or in any document issued
in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s
certificate of authentication.



     SECTION 6.05. Notice of Defaults. If a Default occurs and is continuing and if it is
known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to



41









 







each
Noteholder notice of the Default within 90 days after it occurs. Except in the case of a Default
in payment of principal of or interest on any Note (including payments pursuant to the mandatory
redemption provisions of such Note), the Indenture Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that withholding the notice is
in the interests of Noteholders.



     SECTION 6.06. Reports by Indenture Trustee to Holders of Senior Notes. The Indenture
Trustee shall deliver such information that is either required by applicable law or is requested in
writing by a Noteholder of Senior Notes in order to enable such Noteholder to prepare its federal
and state income tax returns.



     SECTION 6.07. Compensation and Indemnity. The Issuer shall, or shall cause the
Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its
services pursuant to a fee agreement between the Administrator and the Indenture Trustee. The
Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of
an express trust. The Issuer shall, or shall
cause the Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket
expenses, disbursements and advances incurred or made by it, including costs of collection, in
addition to the compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel,
accountants and experts. The Issuer shall, or shall cause the Administrator to, indemnify and
hold harmless the Indenture Trustee and its officers, directors, employees, representatives and
agents (each such Persons for purposes of this Section 6.07, an “Indemnified Person”)
against any and all loss, liability, tax (other than taxes based on the income of the Indenture
Trustee) or expense (including attorneys’ fees) of whatever kind or nature regardless of their
merit directly or indirectly incurred by it or them without willful misconduct, negligence or bad
faith on their part, arising out of or in connection with the acceptance or administration of the
transactions contemplated by this Indenture, including the reasonable costs and expenses of
defending themselves against any claim or liability in connection with the exercise or performance
of any of their powers or duties under this Indenture or under any of the other Basic Documents.
The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for
which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the
Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder,
provided that neither the Issuer nor the Administrator has been materially prejudiced by such
failure to so notify and notice is given within 180 days of a Responsible Officer of the Indenture
Trustee learning of such claim. The Issuer, or, if Issuer so causes, the Administrator, shall pay
the fees and expenses (including but not limited to the fees and expenses of counsel) related to
the defense and settlement of any such claim at its expense, and no settlement of such claim may
be made without the approval of the Issuer or the Administrator, as applicable, and the applicable
Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned.
After notice from the Issuer or the Administrator, as applicable, to the Indemnified Person of the
intention of the Issuer or the Administrator, as applicable, to assume the defense of such claim
with counsel reasonably satisfactory to the Indemnified Person, and so long as the Issuer or the
Administrator, as applicable, so assumes the defense of such claim in a manner reasonably
satisfactory to the Indemnified Person, neither the Issuer nor the Administrator will be liable
for any legal expenses of counsel to the Indemnified Person unless there is a conflict between the
interests of the Issuer or the Administrator, as applicable, on one



42









 







hand, and an Indemnified
Person, on the other hand, in which case the Issuer or the Administrator, will pay for the
separate counsel to the Indemnified Person. Neither the Issuer nor the Administrator need
reimburse any expense or indemnify against any loss, liability or expense incurred by the
Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith
or arising from the Indenture Trustee’s breach of any of its representations or warranties or
failure to perform any of its agreements set forth in this Indenture or any Basic Documents.



     The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall
survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the
occurrence of a Default specified in Section 5.01(iv) or (v) with respect to the Issuer, the
expenses are intended to constitute expenses of administration under Title 11 of the United States
Code or any other applicable federal or state bankruptcy, insolvency or similar law.



     SECTION 6.08. Replacement of Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor
Indenture Trustee shall become effective until the acceptance of appointment by the successor
Indenture Trustee pursuant to this Section 6.08. The Indenture Trustee may resign at any time by
so notifying the Issuer. The Holders of a majority in Outstanding Amount of the Notes may remove
the Indenture Trustee by so notifying the Indenture Trustee and may appoint a successor Indenture
Trustee. The Issuer shall remove the Indenture Trustee if:



          (i) the Indenture Trustee fails to comply with Section 6.11;




          (ii) the Indenture Trustee is adjudged a bankrupt or insolvent;




          (iii) a receiver or other public officer takes charge of the Indenture Trustee or its
property; or




          (iv) the Indenture Trustee otherwise becomes incapable of acting.



If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture
Trustee for any reason (the Indenture Trustee in such event being referred to herein as the
retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee.




     A successor Indenture Trustee shall deliver a written acceptance of its appointment to the
retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring
Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the
rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture
Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall
promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.



     If a successor Indenture Trustee does not take office within 60 days after the retiring
Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders
of a majority in Outstanding Amount of the Notes may petition any court of competent jurisdiction
for the appointment of a successor Indenture Trustee.



43









 





     If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any
court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a
successor Indenture Trustee.



     Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the
Issuer’s and the Administrator’s obligations under Section 6.07 shall continue for the benefit of
the retiring Indenture Trustee.



     SECTION 6.09. Successor Indenture Trustee by Merger. If the Indenture Trustee
consolidates with, merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another corporation or banking association, the resulting, surviving
or transferee corporation without any further act shall be the successor Indenture Trustee;
provided, that such corporation or banking association shall be otherwise qualified and eligible
under Section 6.11. The Indenture Trustee shall provide the Rating Agencies prior written notice
of any such transaction.



     In case at the time such successor or successors by merger, conversion or consolidation to the
Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have
been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the
certificate of authentication of any predecessor trustee and deliver such Notes so authenticated;
and in case at that time any of the Notes shall not have been authenticated, any successor to the
Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Indenture Trustee; and in all such cases such certificates shall
have the full force which it is anywhere in the Notes or in this Indenture provided that the
certificate of the Indenture Trustee shall have.



     SECTION 6.10. Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a)
Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any
legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be
located, the Indenture Trustee shall have the power and may execute and deliver all instruments to
appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate
trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity
and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and,
subject to the other provisions of this Section, such powers, duties, obligations, rights and
trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under
Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee
shall be required under Section 6.08 hereof.



     (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed
and act subject to the following provisions and conditions:



          (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee
shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such
separate trustee or co-trustee jointly (it being understood that such separate trustee or
co-trustee is not authorized to act separately without the Indenture Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any



44









 






particular act or acts are
to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or
acts, in which event such rights, powers, duties and obligations (including the holding of title to
the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed
singly by such separate trustee or co-trustee, but solely at the direction of the Indenture
Trustee;




          (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any
other trustee hereunder; and




          (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate
trustee or co-trustee.




     (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as effectively as
if given to each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the Indenture Trustee or
separately, as may be provided therein, subject to all the provisions of this Indenture,
specifically including every provision of this Indenture relating to the conduct of, affecting the
liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be
filed with the Indenture Trustee.



     (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its
agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do
any lawful act under or in respect of this Indenture on its behalf and in its name. If any
separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be exercised by the
Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor
trustee.



     SECTION 6.11. Eligibility; Disqualification. (a) The Indenture Trustee shall at all
times satisfy the requirements of TIA § 310(a). The Indenture Trustee shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent published annual report
of condition, and the time deposits of the Indenture Trustee shall be rated at least [“A-1” by
Standard and Poor’s, “P-1” by Moody’s and “F1” by Fitch]. The Indenture Trustee shall comply with
TIA § 310(b), including the optional provision permitted by the second sentence of TIA § 310(b)(9);
provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture
or indentures under which other securities of the Issuer are outstanding if the requirements for
such exclusion set forth in TIA § 310(b)(1) are met.



     (b) Within ninety (90) days after ascertaining the occurrence of an Event of Default which
shall not have been cured or waived, unless authorized by the Commission, the Indenture Trustee
shall resign with respect to the [Class A Notes[ and the Class B Notes]] in accordance with Section
6.08 of this Indenture, and the Issuer shall appoint a successor Indenture Trustee for each of such
Classes, as applicable, so that there will be separate Indenture Trustees for [the Class A Notes[
and the Class B Notes]]. In the event the Indenture Trustee fails to comply with



45









 







the terms of the
preceding sentence, the Indenture Trustee shall comply with clauses (ii) and (iii) of TIA Section
310(b).



     (c) In the case of the appointment hereunder of a successor Indenture Trustee with respect to
any Class of Notes pursuant to this Section 6.11, the Issuer, the retiring Indenture Trustee and
the successor Indenture Trustee with respect to such Class of Notes shall execute and deliver an
indenture supplemental hereto wherein each successor Indenture Trustee shall accept such
appointment and which (i) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, the successor Indenture Trustee all the rights, powers,
trusts and duties of the retiring Indenture Trustee with respect to the Notes of the Class to which
the appointment of such successor Indenture Trustee relates, (ii) if the retiring Indenture Trustee
is not retiring with respect to all Classes of Notes, shall contain such provisions as shall
be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of
the retiring Indenture Trustee with respect to the Notes of each Class as to which the retiring
Indenture Trustee is not retiring shall continue to be vested in the Indenture Trustee and (iii)
shall add to or change any of the provisions of this Indenture as shall be necessary to provide for
or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, it
being understood that nothing herein or in such supplemental indenture shall constitute such
Indenture Trustees co-trustees of the same trust and that each such Indenture Trustee shall be a
trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Indenture Trustee; and upon the removal of the retiring Indenture
Trustee shall become effective to the extent provided herein.



     SECTION 6.12. Preferential Collection of Claims Against Issuer. The Indenture Trustee
shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). An
Indenture Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent
indicated.



     SECTION 6.13. Books, Records, Reports and Other Documents. The Indenture Trustee
agrees that, with reasonable prior notice, it will permit any authorized representative of the
Servicer, the Backup Servicer or the Administrator, during the Indenture Trustee’s normal business
hours, to examine and audit the books of account, records, reports and other documents and
materials of the Indenture Trustee relating to (a) the performance of the Indenture Trustee’s
obligations under this Agreement, (b) any payments of fees and expenses of the Indenture Trustee in
connection with such performance and (c) any claim made by the Indenture Trustee under this
Agreement. In addition, the Indenture Trustee will permit such representatives to make copies and
extracts of any such books and records and to discuss the same with the Indenture Trustee’s
officers and employees. Each of the Servicer, the Backup Servicer and the Administrator will, and
will cause its authorized representatives to, hold in confidence all such information except to the
extent disclosure may be required by law (and all reasonable applications for confidential
treatment are unavailing) and except to the extent that the Servicer, the Backup Servicer or the
Administrator, as the case may be, may reasonably determine that such disclosure is consistent with
its obligations under this Agreement. The Indenture Trustee will maintain all such pertinent books,
records, reports and other documents and materials for a period of 2 years after the termination of
its obligations under this Agreement. The Servicer or Administrator shall pay the reasonable
expenses of the Indenture Trustee in connection with any such examination or audit.




46












 





ARTICLE VII




Noteholders’ Lists and Reports




     SECTION 7.01. Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders.
The Issuer will furnish or cause to be furnished to the Indenture Trustee (a) not more than five
days after the earlier of (i) each Record Date and (ii) three months after the last Record Date, a
list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of
the Holders of Notes as of such Record Date, and (b) at such other times as the Indenture Trustee
may request in writing, within 30 days after receipt by the Issuer of any such request, a list of
similar form and content as of a date not more than 10 days prior to the time such list is
furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such
list shall be required to be furnished.



     SECTION 7.02. Preservation of Information; Communications to Noteholders. (a) The
Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and
addresses of the Holders of Notes contained in the most recent list furnished to the Indenture
Trustee as provided in Section 7.01 and the names and addresses of Holders of Notes received by the
Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list
furnished to it as provided in such Section 7.01 upon receipt of a new list so furnished.



     (b) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect
to their rights under this Indenture or under the Notes.



     (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA
§ 312(c).



     SECTION 7.03. Reports by Issuer. (a) The Issuer shall:



          (i) file with the Indenture Trustee, within 15 days after the Issuer is required to file the
same with the Commission, copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission may from time to time
by rules and regulations prescribe) that the Issuer may be required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act;



          (ii) file with the Indenture Trustee and the Commission in accordance with rules and
regulations prescribed from time to time by the Commission such additional information, documents
and reports with respect to compliance by the Issuer with the conditions and covenants of this
Indenture as may be required from time to time by such rules and regulations; and



          (iii) supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all
Noteholders described in TIA § 313(c)) such summaries of any information, documents and reports
required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.03(a) and by
rules and regulations prescribed from time to time by the Commission.



47









 





          (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on
December 31 of each year.



     SECTION 7.04. Reports by Indenture Trustee. If required by TIA § 313(a), within 60
days after each                      beginning with                                         , 20___ the Indenture Trustee shall mail to each
Noteholder as required by TIA § 313(c) a brief report dated as of such date that complies with TIA
§ 313(a). The Indenture Trustee also shall comply with TIA § 313(b).



     A copy of each report at the time of its mailing to Noteholders shall be filed by the
Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are
listed. The Issuer shall notify the Indenture Trustee if and when the Notes are listed on any
stock exchange.



ARTICLE VIII




Accounts, Disbursements and Releases




     SECTION 8.01. Collection of Money. Except as otherwise expressly provided herein, the
Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and
without intervention or assistance of any fiscal agent or other intermediary, all money and other
property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The
Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except
as otherwise expressly provided in this Indenture, if any default occurs in the making of any
payment or performance under any agreement or instrument that is part of the Trust Estate, the
Indenture Trustee may take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate Proceedings. Any such action
shall be without prejudice to any right to claim a Default or Event of Default under this Indenture
and any right to proceed thereafter as provided in Article V.



     SECTION 8.02. Deposit Account. (a) On or prior to the Closing Date, the Issuer shall
cause the Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit
of the Secured Parties, the Deposit Account, as provided in Section 5.01 of the Sale and Servicing
Agreement. The Note Principal Distribution Account and the Reserve Account will be part of the
Deposit Account.



     (b) On or before each Payment Date, the Total Distribution Amount with respect to the
preceding Collection Period will be deposited in the Deposit Account as provided in Section 5.02 of
the Sale and Servicing Agreement. The Indenture Trustee shall allocate amounts in the Deposit
Account for distribution to the Secured Parties in accordance with Sections 5.05 and 5.06 of the
Sale and Servicing Agreement.



     (c) Subject to Section 5.04(b), on each Payment Date and the Redemption Date (after the
payment of the amounts specified in clauses (A), (B) and (C) of Section 5.05(a)(ii) of the Sale and
Servicing Agreement), the Indenture Trustee shall distribute all amounts allocated in the Deposit
Account for distribution to the Noteholders in respect of the Notes to the extent of



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amounts due
and unpaid on the Notes for principal, interest (including any premium) and other amounts in the
following amounts (except as otherwise provided in Section 5.04(b)):




          (i) first, accrued and unpaid interest on the Class [A] Notes; provided, that if there are not
sufficient funds allocated in the Deposit Account for distribution to the Class [A] Noteholders to
pay the entire amount of such accrued and unpaid interest then due on the Class [A] Notes, the
amount allocated in the Deposit Account for distribution to the Class [A] Noteholders shall be
applied to the payment of such interest on the Class [A] Notes pro rata on the basis of the
Outstanding Amount of the Class [A] Notes; and




          (ii) next, the amount in the Note Principal Distribution Account shall be applied to pay
principal on the Notes and other amounts set forth below in the following order of priority:




               (A) to the Holders of the Class [A-1] Notes on account of principal until the aggregate
Outstanding Amount of the Class [A-1] Notes is reduced to zero[;][and]




                (B) to the Holders of the Class [A-2] Notes on account of principal until the aggregate
Outstanding Amount of the Class [A-2] Notes is reduced to zero[; and




               (C) to the Holders of the Class B Notes any remaining balance].



[Notwithstanding that the Senior Notes have been paid in full, the Indenture Trustee shall continue
to maintain the Deposit Account hereunder until the Class B Notes are retired.]




     SECTION 8.03. General Provisions Regarding Accounts. (a) So long as no Default or
Event of Default shall have occurred and be continuing, all or a portion of the funds in the
Deposit Account shall be invested in Eligible Investments and reinvested by the Indenture Trustee
(or the investment manager referred to in clause (2) of Section 5.01(b) of the Sale and Servicing
Agreement) upon Issuer Order, subject to the provisions of Section 5.01(b) of the Sale and
Servicing Agreement. All income or other gain from investments of moneys deposited in the Deposit
Account shall remain on deposit in the Deposit Account, and any loss resulting from such
investments shall be charged to such account. The Issuer will not direct the Indenture Trustee to
make any investment of any funds or to sell
any investment held in the Deposit Account unless the security interest Granted and perfected
in such Deposit Account will continue to be perfected in such investment or the proceeds of such
sale, in either case without any further action by any Person, and, in connection with any
direction to the Indenture Trustee to make any such investment or sale, if requested by the
Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel,
acceptable to the Indenture Trustee, to such effect.



     (b) Subject to Section 6.01(c), the Indenture Trustee shall not in any way be held liable by
reason of any insufficiency in the Deposit Account resulting from any loss on any Eligible
Investment included therein except for losses attributable to the Indenture Trustee’s failure to
make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial
capacity as principal obligor and not as trustee, in accordance with their terms.



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     (c) If (i) the Issuer (or the Servicer or any investment manager pursuant to Section 5.01(b)
of the Sale and Servicing Agreement) shall have failed to give investment directions for any funds
on deposit in the Deposit Account to the Indenture Trustee by 11:00 a.m. Eastern Time (or such
other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day or (ii) a
Default or Event of Default shall have occurred and be continuing with respect to the Notes but the
Notes shall not have been declared due and payable pursuant to Section 5.02 or (iii) if such Notes
shall have been declared due and payable following an Event of Default but amounts collected or
receivable from the Trust Estate are being applied in accordance with Section 5.05 as if there had
not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable,
invest and reinvest funds in the Deposit Account in one or more Eligible Investments.



     SECTION 8.04. Release of Trust Estate. (a) Subject to the payment of its fees and
expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions
of this Indenture shall, execute instruments to release property from the lien of this Indenture,
or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that
are not inconsistent with the provisions of this Indenture. No party relying upon an instrument
executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the
Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to
the application of any moneys.



     (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums
due the Indenture Trustee pursuant to Section 6.07 have been paid, release any remaining portion of
the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuer
or any other Person entitled thereto any funds then on deposit in the Deposit Account. The
Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section
8.04(b) only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion
of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c)
and 314(d)(1) meeting the applicable requirements of Section 11.01.



     SECTION 8.05. Opinion of Counsel. The Indenture Trustee shall receive at least seven days’ notice when requested by the
Issuer to take any action pursuant to Section 8.04(a), accompanied by copies of any instruments
involved, and the Indenture Trustee shall also require, except in connection with any action
contemplated by Section 8.04(c), as a condition to such action, an Opinion of Counsel, in form and
substance satisfactory to the Indenture Trustee, stating the legal effect of any such action,
outlining the steps required to complete the same, and concluding that all conditions precedent to
the taking of such action have been complied with and such action will not materially and adversely
impair the security for the Notes or the rights of the Noteholders in contravention of the
provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required
to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion
may rely, without independent investigation, on the accuracy and validity of any certificate or
other instrument delivered to the Indenture Trustee in connection with any such action.



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ARTICLE IX




Supplemental Indentures




     SECTION 9.01. Supplemental Indentures Without Consent of Noteholders. (a) Without
the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuer
and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time,
may enter into one or more indentures supplemental hereto (which shall conform to the provisions of
the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to
the Indenture Trustee, for any of the following purposes:



          (i) to correct or amplify the description of any property at any time subject to the lien of
this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property
subject or required to be subjected to the lien of this Indenture, or to subject to the lien of
this Indenture additional property;




          (ii) to evidence the succession, in compliance with the applicable provisions hereof, of
another person to the Issuer, and the assumption by any such successor of the covenants of the
Issuer herein and in the Notes contained;




          (iii) to add to the covenants of the Issuer, for the benefit of the Secured Parties, or to
surrender any right or power herein conferred upon the Issuer;




          (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture
Trustee;




          (v) to cure any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture that may be inconsistent with the prospectus, the prospectus supplement or
any other disclosure document prepared in connection with the offering of the Notes, any other
provision herein or in any supplemental indenture or to make any other provisions with respect to
matters or questions arising under this Indenture or in any
supplemental indenture; provided, that such action shall not adversely affect the interests of
the Holders of the Notes;




          (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor
trustee with respect to the Notes and to add to or change any of the provisions of this Indenture
as shall be necessary to facilitate the administration of the trusts hereunder by more than one
trustee, pursuant to the requirements of Article VI; or




          (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall
be necessary to effect the qualification of this Indenture under the TIA or under any similar
federal statute hereafter enacted and to add to this Indenture such other provisions as may be
expressly required by the TIA.



The Indenture Trustee is hereby authorized to join in the execution of any such supplemental
indenture and to make any further appropriate agreements and stipulations that may be therein
contained.



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     (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also
without the consent of any of the Holders of the Notes but with prior notice to the Rating
Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or
of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided,
however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Noteholder.



     SECTION 9.02. Supplemental Indentures with Consent of Noteholders. The Issuer and the
Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating
Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount
of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into
an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in
any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each Outstanding Note
affected thereby:



          (i) change the date of payment of any installment of principal of or interest on any Note, or
reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect
thereto, change the provisions of this Indenture relating to the application of collections on, or
the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes,
or change any place of payment where, or the coin or currency in which, any Note or the interest
thereon is payable, or impair the right to institute suit for the enforcement of the provisions of
this Indenture requiring the application of funds available therefor, as provided in Article V, to
the payment of any such amount due on the Notes on or after the respective due dates thereof (or,
in the case of redemption, on or after the Redemption Date);




          (ii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders
of which is required for any such supplemental indenture, or the consent of the Holders of which is
required for any waiver of compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences provided for in this Indenture;




          (iii) modify or alter the provisions of the proviso to the definition of the term
“Outstanding”;




          (iv) reduce the percentage of the Outstanding Amount of the Notes required to direct the
Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section
5.04;




          (v) modify any provision of this Section except to increase any percentage specified herein or
to provide that certain additional provisions of this Indenture or the Basic Documents cannot be
modified or waived without the consent of the Holder of each Outstanding Note affected thereby;




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          (vi) modify any of the provisions of this Indenture in such manner as to affect the
calculation of the amount of any payment of interest or principal due on any Note on any Payment
Date (including the calculation of any of the individual components of such calculation) or to
affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory
redemption of the Notes contained herein; or




          (vii) permit the creation of any lien ranking prior to or on a parity with the lien of this
Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or
contemplated herein, terminate the lien of this Indenture on any property at any time subject
hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture.



The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by
any supplemental indenture and any such determination shall be conclusive upon the Holders of all
Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture
Trustee shall not be liable for any such determination made in good faith.




     It shall not be necessary for any Act of Noteholders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.



     Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental
indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to
which such amendment or supplemental indenture relates a notice setting forth in general terms the
substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.



     [Prior to the payment in full of the Senior Notes, this Indenture may be amended upon the
request of any Holder of Class B Notes to permit the transfer of the Class B Notes other than in
accordance with Section 2.04(d), which amendment may include the addition or deletion of any
provisions appropriate thereto; provided that the requesting Holder of Class B Notes shall
have
(at its sole expense) supplied the Owner Trustee and the Indenture Trustee with an opinion of
nationally recognized counsel to the effect that the execution of such amendment will not result in
the recognition by any Holder of a Senior Note of a “taxable event” within the meaning of Section
1001 of the Code or adversely affect any rights or remedies of any Holder of a Senior Note.]



     SECTION 9.03. Execution of Supplemental Indentures. In executing, or permitting the
additional trusts created by, any supplemental indenture permitted by this Article IX or the
modification thereby of the trusts created by this Indenture, the Indenture Trustee shall be
entitled to receive, and subject to Sections 6.01 and 6.02, shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter
into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties,
liabilities or immunities under this Indenture or otherwise.



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     SECTION 9.04. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall be and shall be
deemed to be modified and amended in accordance therewith with respect to the Notes affected
thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and
immunities under this Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes
shall thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture for any and all
purposes.



     SECTION 9.05. Conformity with Trust Indenture Act. Every amendment of this Indenture
and every supplemental indenture executed pursuant to this Article IX shall conform to the
requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be
qualified under the Trust Indenture Act.



     SECTION 9.06. Reference in Notes to Supplemental Indentures. Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if
required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee
as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture
Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the
Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.



ARTICLE X




Redemption of Notes




     SECTION 10.01. Redemption. The outstanding Class [A] Notes[ and Class B Notes] are
subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to
Section 9.01(a) of the Sale and Servicing Agreement, on any Payment Date on which the Servicer
exercises its option to purchase the Trust Estate pursuant to said Section 9.01(a), for a purchase
price equal to the Redemption Price; provided that the Issuer has available funds sufficient to pay
the Redemption Price. The Servicer or the Issuer shall furnish the Rating Agencies notice of such
redemption. If the outstanding Class [A] Notes[ and Class B Notes] are to be redeemed pursuant to
this Section, the Servicer or the Issuer shall furnish notice of such election to the Indenture
Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit by 9:00
a.m. New York City time on the Redemption Date with the Indenture Trustee in the Deposit
Account the Redemption Price of the Class [A] Notes[ and Class B Notes] to be redeemed, whereupon
all such Class [A] Notes[ and Class B Notes] shall be due and payable on the Redemption Date upon
the furnishing of a notice complying with Section 10.02 to each Holder of the Notes.



     SECTION 10.02. Form of Redemption Notice. Notice of redemption under Section 10.01
shall be given by the Indenture Trustee by first-class mail, postage prepaid, by



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facsimile or by
electronic mail and mailed or transmitted not later than 10 days prior to the applicable Redemption
Date to each Holder of Notes, as of the close of business on the Record Date preceding the
applicable Redemption Date, at such Holder’s address or facsimile number appearing in the Note
Register.




     All notices of redemption shall state:



          (i) the Redemption Date;




          (ii) the Redemption Price; and




          (iii) the place where such Notes are to be surrendered for payment of the Redemption Price
(which shall be the office or agency of the Issuer to be maintained as provided in Section 3.02).



Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the
expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder
of any Note shall not impair or affect the validity of the redemption of any other Note.




     SECTION 10.03. Notes Payable on Redemption Date. The Notes or portions thereof to be
redeemed shall, following notice of redemption as required by Section 10.02, on the Redemption Date
become due and payable at the Redemption Price and (unless the Issuer shall default in the payment
of the Redemption Price) no interest
shall accrue on the Redemption Price for any period after the date to which accrued interest
is calculated for purposes of calculating the Redemption Price.



ARTICLE XI




Miscellaneous




     SECTION 11.01. Compliance Certificates and Opinions, etc. (a) Upon any application
or request by the Issuer to the Indenture Trustee to take any action under any provision of this
Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Officer’s Certificate stating
that all conditions precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with and (iii) (if required by
the TIA) an Independent Certificate from a firm of certified public accountants meeting the
applicable requirements of this Section, except that, in the case of any such application or
request as to which the furnishing of such documents is specifically required by any provision of
this Indenture, no additional certificate or opinion need be furnished.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include:



55









 






     (1) a statement that each signatory of such certificate or opinion has read or has
caused to be read such covenant or condition and the definitions herein relating thereto;




     (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (3) a statement that, in the opinion of each such signatory, such signatory has made
such examination or investigation as is necessary to enable such signatory to express an
informed opinion as to whether or not such covenant or condition has been complied with; and




     (4) a statement as to whether, in the opinion of each such signatory, such condition or
covenant has been complied with.




     (b) (i) Prior to the deposit of any Collateral or other property or securities with the
Indenture Trustee that is to be made the basis for the release of any property or securities
subject to the lien of this Indenture, the Issuer shall, in addition to any obligation
imposed in Section 11.01(a) or elsewhere in this Indenture, furnish to the Indenture Trustee
an Officer’s Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days of such deposit) to the Issuer of the
Collateral or other property or securities to be so deposited.




     (ii) Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s
Certificate certifying or stating the opinion of any signer thereof as to the matters
described in clause (i) above, the Issuer shall also deliver to the Indenture Trustee an
Independent Certificate as to the same matters, if the fair value to the Issuer of the
securities to be so deposited and of all other such securities made the basis of any such
withdrawal or release since the commencement of the then-current fiscal year of the Issuer,
as set forth in the certificates delivered pursuant to clause (i) above and this clause
(ii), is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not
be furnished with respect to any securities so deposited, if the fair value thereof to the
Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than
one percent of the Outstanding Amount of the Notes.




     (iii) Whenever any property or securities are to be released from the lien of this
Indenture, the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate
certifying or stating the opinion of each person signing such certificate as to the fair
value (within 90 days of such release) of the property or securities proposed to be released
and stating that in the opinion of such person the proposed release will not impair the
security under this Indenture in contravention of the provisions hereof.




     (iv) Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s
Certificate certifying or stating the opinion of any signer thereof as to the matters
described in clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an
Independent Certificate as to the same matters if the fair value of the property



56









 






or
securities and of all other property, other than property as contemplated by clause (v)
below or securities released from the lien of this Indenture since the commencement of the
then-current calendar year, as set forth in the certificates required by clause (iii) above
and this clause (iv), equals 10% or more of the Outstanding Amount of the Notes, but such
certificate need not be furnished in the case of any release of property or securities if
the fair value thereof as set forth in the related Officer’s Certificate is less than
$25,000 or less than one percent of the then Outstanding Amount of the Notes.




     (v) Notwithstanding Section 2.10 or any other provision of this Section, the Issuer
may, without compliance with the requirements of the other provisions of this Section, (A)
collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to
the extent permitted or required by the Basic Documents, and (B) make cash payments out of
the Deposit Account as and to the extent permitted or required by the Basic Documents, so
long as the Issuer shall deliver to the Indenture Trustee every six months, commencing
                    , 20___, an Officer’s Certificate of the Issuer stating that all the
dispositions of Collateral described in clauses (A) and (B) above that occurred during the
preceding six calendar months were in the ordinary course of the Issuer’s business and that
the proceeds thereof were applied in accordance with the Basic Documents.



     SECTION 11.02. Form of Documents Delivered to Indenture Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with respect to some matters
and one or more other such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.



     Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless
such officer knows, or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to the matters upon which such officer’s certificate or
opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of
Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of,
or representations by, an officer or officers of the Servicer, the Seller, the Issuer or the
Administrator, stating that the information with respect to such factual matters is in the
possession of the Servicer, the Backup Servicer, the Seller, the Issuer or the Administrator,
unless such counsel knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.



     Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.



     Whenever in this Indenture, in connection with any application or certificate or report to the
Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the
granting of such application, or as evidence of the Issuer’s compliance with any term hereof,



57









 




it is
intended that the truth and accuracy, at the time of the granting of such application or at the
effective date of such certificate or report (as the case may be), of the facts and opinions stated
in such document shall in such case be conditions precedent to the right of the Issuer to have such
application granted or to the sufficiency of such certificate or report. The foregoing shall not,
however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy
of any statement or opinion contained in any such document as provided in Article VI.




     SECTION 11.03. Acts of Noteholders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided such action shall become effective when such instrument or
instruments are delivered to the Indenture Trustee and, where it is hereby expressly required, to
the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby)
are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in
favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.



     (b) The fact and date of the execution by any person of any such instrument or writing may be
proved in any manner that the Indenture Trustee deems sufficient.



     (c) The ownership of Notes shall be proved by the Note Register.



     (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Notes shall bind the Holder of every Note issued upon the registration thereof or
in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be
done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such
action is made upon such Note.



     SECTION 11.04. Notices, etc., to Indenture Trustee, Issuer and Rating Agencies. Any
request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other
documents provided or permitted by this Indenture shall be in writing and if such request, demand,
authorization, direction, notice, consent, waiver or act of Noteholders is to be made upon, given
or furnished to or filed with:



          (i) the Indenture Trustee by any Noteholder or by the Issuer shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at
its Corporate Trust Office, or



          (ii) the Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for every
purpose hereunder if in writing and mailed first-class, postage prepaid to the Issuer addressed to:
Chrysler Financial Auto Securitization Trust 20___-___, in care of [Owner Trustee] [Address],
Attention: Chrysler Financial Auto Securitization Trust 20___-___, with a copy to
[                                        ] [Address], Attention: [                                        ], or at any other address previously
furnished in writing to the Indenture Trustee by the Issuer or the



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Administrator; with a copy to
the Administrator addressed to: Chrysler Financial Services Americas LLC, 27777 Inkster Road,
Farmington Hills, Michigan 48334, Attention: Securitization Operations-CFAST; Fax: 248-427-4267;
with a second copy to: Chrysler Financial Services Americas LLC, 27777 Inkster Road, Farmington
Hills, Michigan 48334, Attention: Assistant General Counsel — Securitization, Fax: 248-427-2550,
or at any other address previously furnished in writing to the Indenture Trustee by the
Administrator. The Issuer shall promptly transmit any notice received by it from the Noteholders
to the Indenture Trustee.




          Notices required to be given to the Rating Agencies by the Issuer, the Indenture Trustee or
the Owner Trustee shall be in writing, personally delivered, electronically delivered or mailed by
certified mail, return receipt requested, to (i) [in the case of Standard & Poor’s, via electronic
delivery to Servicer_reports@sandp.com, and for any information not available in electronic format,
at the following address: Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., to 55 Water Street, New York, New York 10004, Attention of Asset Backed
Surveillance Department;]; (ii) [in the case of Fitch, at the following address: Fitch, Inc., One
State Street Plaza, Attention: Auto ABS Group, New York, New York 10004]; and (iii) [in the case of
Moody’s, at the following address: Moody’s Investors Service, ABS Monitoring Department, 99 Church
Street, New York, New York 10007]; or as to each of the foregoing, at such other address as shall
be designated by written notice to the other parties.




     SECTION 11.05. Notices to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class, postage prepaid to each Noteholder affected by such event, at such Holder’s address as
it appears on the Note Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to Noteholders is given
by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any
particular Noteholder shall affect the sufficiency of such notice with respect to other
Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be
presumed to have been duly given.



     Where this Indenture provides for notice in any manner, such notice may be waived in writing
by any Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the
Indenture Trustee but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such a waiver.



     In case, by reason of the suspension of regular mail service as a result of a strike, work
stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders
when such notice is required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to
be a sufficient giving of such notice.



     Where this Indenture provides for notice to the Rating Agencies, failure to give such notice
shall not affect any other rights or obligations created hereunder, and shall not under any
circumstance constitute a Default or Event of Default.



59









 





     SECTION 11.06. Alternate Payment and Notice Provisions. Notwithstanding any provision
of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with
any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any
Paying Agent to such Holder, that is different from the methods provided for in this Indenture for
such payments or notices. The Issuer will furnish to the Indenture Trustee a copy of each such
agreement and the Indenture Trustee will cause payments to be made and notices to be given in
accordance with such agreements.



     SECTION 11.07. Conflict with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with another provision hereof that is required to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such required provision shall
control.



     The provisions of TIA §§ 310 through 317 that impose duties on any person (including the
provisions automatically deemed included herein unless expressly excluded by this Indenture) are a
part of and govern this Indenture, whether or not physically contained herein.



     SECTION 11.08. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.



     SECTION 11.09. Successors and Assigns. All covenants and agreements in this Indenture
and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not.
All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees
and agents.



     SECTION 11.10. Separability. In case any provision in this Indenture or in the Notes
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



     SECTION 11.11. Benefits of Indenture. Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties, and the Noteholders, and any
other Secured Parties hereto and their successors hereunder and any other Person with an ownership
interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or
claim under this Indenture.



     SECTION 11.12. Legal Holidays. In any case where the date on which any payment is due
shall not be a Business Day, then (notwithstanding any other provision of the Notes or this
Indenture) payment need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the date on which nominally due, and no interest
shall accrue for the period from and after any such nominal date.



     SECTION 11.13. GOVERNING LAW. THIS INDENTURE, THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS INDENTURE AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED UPON OR
ARISING OUT OF THIS INDENTURE OR THE TRANSACTIONS CONTEMPLATED BY THIS INDENTURE (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND



60









 




PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED AND DETERMINED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY CONFLICTS OF LAW
PROVISION THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION).




     SECTION 11.14. Counterparts. This Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



     SECTION 11.15. Recording of Indenture. If this Indenture is subject to recording in
any appropriate public recording offices, such recording is to be effected by the Issuer and at its
expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any
other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is
necessary either for the protection of the Noteholders or any other Person secured hereunder or for
the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.



     SECTION 11.16. Trust Obligation. No recourse may be taken, directly or indirectly,
with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under this Indenture or any certificate or other writing delivered in connection herewith
or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity,
(ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in
its individual capacity, except as any such Person may have expressly agreed (it being understood
that the Indenture Trustee and the Owner Trustee have no such obligations in their individual
capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.



     SECTION 11.17. No Petition. The Indenture Trustee, by entering into this Indenture,
and each Noteholder, by accepting a Note, hereby covenant and agree that they will not at any time
institute against the Seller, the Issuer, the Company or Chrysler Residual Depositor LLC, or join
in any institution against the Seller, the Issuer, the Company or Chrysler Residual Depositor LLC
of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, this Indenture or any of the Basic Documents.



     SECTION 11.18. Inspection. The Issuer agrees that, on reasonable prior notice, it
will permit any representative of the Indenture Trustee, during the Issuer’s normal business hours,
to examine all the books of account, records, reports and other papers of the Issuer, to make
copies and extracts therefrom, to cause such books to be audited by Independent certified public
accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers,
employees and Independent certified public accountants, all at such reasonable times



61









 




and as often
as may be reasonably requested. The Indenture Trustee shall, and shall cause its representatives
to, hold in confidence all such information except to the extent disclosure may be required by law
(and all reasonable applications for confidential treatment are unavailing) and except to the
extent that the Indenture
Trustee may reasonably determine that such disclosure is consistent with its obligations
hereunder.




     SECTION 11.19. Subordination Agreement. Each Noteholder, by accepting a Note, hereby
covenants and agrees that, to the extent it is deemed to have any interest in any assets of the
Seller or the Depositor, or a securitization vehicle (other than the Trust) related to the Seller
or the Depositor, dedicated to other debt obligations of the Seller or the Depositor or debt
obligations of any other securitization vehicle (other than the Trust) related to the Seller or the
Depositor, its interest in those assets is subordinate to claims or rights of such other
debtholders to those other assets. Furthermore, each Noteholder, by accepting a Note, hereby
covenants and agrees that such agreement constitutes a subordination agreement for purposes of
Section 510(a) of the Bankruptcy Code.



     SECTION 11.20. Execution of Financing Statements. Pursuant to any applicable law, the
Issuer is authorized to file or record financing statements and other filing or recording documents
or instruments with respect to the Collateral without the signature of such Issuer in such form and
in such offices as the Indenture Trustee determines appropriate to perfect the security interests
of the Indenture Trustee under this Indenture. The Issuer is authorized to use the collateral
description “all personal property” or “all assets” in any such financing statements. The Issuer
hereby ratifies and authorizes the filing by the Indenture Trustee of any financing statement with
respect to the Collateral made prior to the date hereof; provided that, at the request of the
Issuer, the Indenture Trustee shall amend any such statement (and any other financing statement
filed by the Indenture Trustee in connection with this Indenture) to exclude any property that is
released from, or otherwise not included in, the Collateral.



     SECTION 11.21. No Recourse. Notwithstanding any provisions herein to the contrary,
all of the obligations of the Issuer under or in connection with the Notes and this Indenture are
non-recourse obligations of the Issuer payable solely from the Collateral in accordance with the
priority of payments provided for herein and in the Sale and Servicing Agreement, and following
realization of the Collateral and its reduction to zero, any claims of the Noteholders and the
Indenture Trustee against the Issuer shall be extinguished and shall not thereafter revive. It is
understood that the foregoing provisions of this Section 11.21 shall not (i) prevent recourse to
the Collateral for the sums due or to become due under any security, instrument or agreement which
is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or
obligation evidenced by the Notes or secured by this Indenture (to the extent it relates to the
obligation to make payments on the Notes) until such Collateral has been realized and reduced to
zero, whereupon any Outstanding indebtedness or obligation in respect of the Notes shall be
extinguished and shall not thereafter revive. It is further understood that the foregoing
provisions of this Section 11.21 shall not limit the right of any Person to name the Issuer as a
party defendant in any Proceeding or in the exercise of any other remedy under the Notes or this
Indenture, so long as no judgment in the nature of a deficiency judgment shall be asked for or (if
obtained) enforced against any such Person or entity. The provisions of this Section 11.21
shall survive the termination of this Indenture and the payment in full of the Notes.



62









 





     IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be duly
executed by their respective officers, thereunto duly authorized and duly attested, all as of the
day and year first above written.



	 	 	 	 	 
	 	CHRYSLER FINANCIAL AUTO SECURITIZATION TRUST 20___-___,

 	 
	 	By:  	[
  	 ],
	 	 	not in its individual capacity but solely as Owner 	 
	 	 	Trustee, 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	[
 	 ],
	 	not in its individual capacity but solely as Indenture 	 
	 	Trustee, 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



63









 




SCHEDULE A




SCHEDULE OF RECEIVABLES




[Provided to the Indenture Trustee at Closing]




Schedule A
















 





EXHIBIT A-1




[FORM OF CLASS [A-1] NOTE]




     THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW AND MAY ONLY BE TRANSFERRED IN
COMPLIANCE WITH SECTION 2.04 OF THE INDENTURE REFERRED TO BELOW. THE HOLDER HEREOF, BY PURCHASING
THIS NOTE, AGREES THAT THIS NOTE, OR ANY INTERESTS OR PARTICIPATION HEREIN, MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS AND ONLY (1) TO CHRYSLER FINANCIAL SERVICES AMERICAS LLC OR (2) PURSUANT TO RULE
144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”) PURCHASING
FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN
EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A UNDER THE SECURITIES ACT. EACH NOTE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE IS
DEEMED TO REPRESENT THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR
THE ACCOUNT OF ANOTHER QIB.



     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.



1









 





			
	 	 	 
	REGISTERED
	 	$_________
	 	 	 
	No. R-___
	 	CUSIP NO. _______________






CHRYSLER FINANCIAL AUTO SECURITIZATION TRUST 20__-__




CLASS [A-1] [______]% ASSET BACKED NOTES




     Chrysler Financial Auto Securitization Trust 2009-A, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum of
_____________________ DOLLARS payable
on each Payment Date in an amount equal to the result
obtained by multiplying (i) a fraction the numerator of which is $_________ and the denominator
of which is $_________ by (ii) the aggregate amount, if any, payable from the Deposit
Account in respect of principal on the Class [A-1] Notes pursuant to Section 3.01 of the Indenture
dated as of _________, 20___ (the “Indenture”), between the Issuer
and [_______________],
as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on _________, 20___ (the “Class [A-1] Final
Scheduled Payment Date”). Capitalized terms used but not defined herein are defined in Article I
of the Indenture, which also contains rules as to construction that shall be applicable herein.



     The Issuer will pay interest on this Note at the rate of [_________]% per annum on each Payment
Date until the principal of this Note is paid or made available for payment, on the principal
amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments
of principal made on such preceding Payment Date), subject to certain limitations contained in the
last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment
Date from and including the most recent Payment Date on which interest has been paid (in the case
of the first Payment Date, from the Closing Date) to but excluding such current Payment Date.
Interest will be computed on the basis of the actual number of days in the Class [A-1] Interest
Accrual Period divided by 360. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.



     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts. All payments made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note as provided above and then to the unpaid principal of this
Note.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



     Unless the certificate of authentication hereon has been executed by the Indenture Trustee
whose name appears below by manual signature, this Note shall not be entitled to any benefit under
the Indenture, or be valid or obligatory for any purpose.



2









 





     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer, as of the date set forth below.



	 	 	 	 	 
	Date: ___________, 20___ 	CHRYSLER FINANCIAL AUTO SECURITIZATION TRUST 20____-___

 	 
	 	By: [______________________], not in its individual
capacity but solely as Owner Trustee under the Trust Agreement, 	 
	 	 		 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Notes designated above and referred to in the within-mentioned Indenture.




	 	 	 	 	 
	Date: ___________, 20___ 	[______________], not in its individual capacity but solely as
Indenture Trustee,

 	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



3









 






	 	 	 	 	 




     This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class
[A-1] [_________]% Asset Backed Notes (herein called the “Class [A-1] Notes”), all issued under the
Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class [A-1] Notes are subject to all terms of the
Indenture.



     Subject to the subordination provisions of the Indenture, the Notes are and will be equally
and ratably secured by the collateral pledged as security therefor as provided in the Indenture.



     Principal of the Class [A-1] Notes will be payable on each Payment Date and, if the Class
[A-1] Notes have not been paid in full prior to the Class [A-1] Final Scheduled Payment Date, on
the Class [A-1] Final Scheduled Payment Date, in an amount described on the face hereof. All
principal payments on the Class [A-1] Notes shall be made pro rata to the Class [A-1] Noteholders
entitled thereto. “Payment Date” means the fifteenth day of each month, or, if any such date is not
a Business Day, the next succeeding Business Day, commencing ____________, 20___.



     As described above, the entire unpaid principal amount of this Note shall be due and payable
on the Class [A-1] Final Scheduled Payment Date. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the Holders of Notes
representing not less than a majority of the Outstanding Amount of the Controlling Class have
declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the
Indenture.



     Payments of interest on this Note due and payable on each Payment Date, together with the
installment of principal, if any, to the extent not in full payment of this Note, shall be made by
wire transfer to the Person whose name appears as the Registered Holder of this Note (or one or
more Predecessor Notes) on the Note Register as of the close of business on each Record Date,
except that with respect to Notes registered on the Record Date in the name of the nominee of the
Clearing Agency (initially, such nominee to be [____________]), payments will be made by wire
transfer in immediately available funds to the account designated by such nominee. Such wire
transfer shall be made to the Person entitled thereto at a depository institution with appropriate
facilities therefor designated by such Person without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all
future Holders of this Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then remaining unpaid principal
amount of this Note on a Payment Date or, if applicable, the Class [A-1] Final Scheduled Payment
Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date or
the Class [A-1] Final Scheduled Payment Date, as applicable, by notice mailed or transmitted by
facsimile prior to such Payment Date or the Class [A-1] Final Scheduled Payment Date, as
applicable, and the amount then due and payable shall be payable



4









 







only upon presentation and surrender of this Note at the Indenture Trustee’s Corporate Trust
Office or at the office of the Indenture Trustee’s agent appointed for such purposes.



     The Issuer shall pay interest on overdue installments of interest at the Class [A-1] Interest
Rate to the extent lawful.



     As provided in the Indenture and subject to certain limitations set forth therein and on the
face hereof, the transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by the Issuer pursuant to
the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney
duly authorized in writing, and thereupon one or more new Notes of authorized denominations and in
the same aggregate principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or exchange.



     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture
Trustee on the Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in
its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or
the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee
in its individual capacity, except as any such Person may have expressly agreed and except that any
such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.



     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that
such Noteholder or Note Owner will not at any time institute against the Seller or the Issuer, or
join in any institution against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture
or the Basic Documents.



     The Issuer has entered into the Indenture and this Note is issued with the intention that, for
federal, state and local income, single business and franchise tax purposes, the Senior Notes will
qualify as indebtedness secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and
each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Senior Notes
for federal, state and local income, single business and franchise tax purposes as indebtedness.



5









 





     Prior to the due presentment for registration of transfer of this Note, the Issuer, the
Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in
whose name this Note (as of the day of determination or as of such other date as may be specified
in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by
notice to the contrary.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes
representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The
Indenture also contains provisions permitting the Holders of Notes representing specified
percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the
Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of
this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder
and upon all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is
made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain
terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued
thereunder.



     The term “Issuer” as used in this Note includes any successor to the Issuer under the
Indenture.



     The Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the
Indenture.



     The Notes are issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.



     This Note and the Indenture shall be construed in accordance with the laws of the State of New
York, without reference to its conflict of law provisions, and the obligations, rights and remedies
of the parties hereunder and thereunder shall be determined in accordance with such laws.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and rate, and in the coin or currency
herein prescribed.



     Anything herein to the contrary notwithstanding, except as expressly provided in the Basic
Documents, none of [__________________], in its
individual capacity, [__________________], in
its individual capacity, any owner of a beneficial interest in the Issuer, or any of their
respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,



6









 







the payment of principal of or interest on this Note or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in the Indenture. The
Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim
against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that
nothing contained herein shall be taken to (i) prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings contained in the
Indenture or in this Note and (ii) constitute a waiver, release or discharge of any indebtedness or
obligation evidenced by this Note or secured by the Indenture (to the extent it relates to the
obligation to make payments on this Note) until such assets of the Issuer has been realized and
reduced to zero.




7









 








ASSIGNMENT



Social Security or taxpayer I.D. or other identifying number of assignee:



 




FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:



 




(name and address of assignee)



the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
______________________________________, attorney, to
transfer said Note on the books kept for registration thereof, with full power of substitution in
the premises.




	 	 	 	 	 
	 	 	 
	Dated: ___________ 	
 	 
	 	Signature: 	 
	 	 	 



1









 






	 	 	 	 	 



EXHIBIT A-2




[FORM OF CLASS [A-2] NOTE]





     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.



			
	 	 	 
	REGISTERED
	 	$_________
	 	 	 
	No. R-___
	 	CUSIP NO. _______________






CHRYSLER FINANCIAL AUTO SECURITIZATION TRUST 20____-___




CLASS [A-2] [_________]% ASSET BACKED NOTES




     Chrysler Financial Auto Securitization Trust 2009-A, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum of _________
DOLLARS payable on each Payment Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is
$_________ and the denominator of which is
$_________ by (ii) the aggregate amount, if any, payable from the Deposit Account in respect of
principal on the Class [A-2] Notes pursuant to Section 3.01 of the Indenture dated as of
_________, 20___ (the “Indenture”), between the Issuer and [__________________], as
Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on
____________, 20___ (the “Class [A-2] Final Scheduled
Payment Date”). No payments of principal of the Class [A-2] Notes shall be made until the Class
[A-1] Notes have been paid in full. Capitalized terms used but not defined herein are defined in
Article I of the Indenture, which also contains rules as to construction that shall be applicable
herein.



     The Issuer will pay interest on this Note at the rate of [_________]% per annum on each Payment
Date until the principal of this Note is paid or made available for payment, on the principal
amount of this Note outstanding on the preceding Payment Date (after giving effect to



2









 







all payments of principal made on such preceding Payment Date), subject to certain limitations
contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue
for each Payment Date from and including the fifteenth day of the month preceding the month of such
Payment Date (in the case of the first Payment Date, from the Closing Date) to and including the
seventh day of the month of such Payment Date. Interest will be computed on the basis of a 360-day
year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.



     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts. All payments made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note as provided above and then to the unpaid principal of this
Note.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



     Unless the certificate of authentication hereon has been executed by the Indenture Trustee
whose name appears below by manual signature, this Note shall not be entitled to any benefit under
the Indenture, or be valid or obligatory for any purpose.



3









 





     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer, as of the date set forth below.



	 	 	 	 	 
	Date: ___________, 20___ 	CHRYSLER FINANCIAL AUTO SECURITIZATION TRUST 20____-___ 	 
	 	 	 
	 	By: [______________________], not in its individual
capacity but solely as Owner Trustee under the Trust Agreement,	 
	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Notes designated above and referred to in the within-mentioned Indenture.




	 	 	 	 	 
	Date: ___________, 20___ 	[___________________], not
in its individual capacity but solely as
Indenture Trustee,

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



4









 






	 	 	 	 	 


     This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class
[A-2] [_________]% Asset Backed Notes (herein called the “Class [A-2] Notes”), all issued under the
Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class [A-2] Notes are subject to all terms of the
Indenture.





     Subject to the subordination provisions of the Indenture, the Notes are and will be equally
and ratably secured by the collateral pledged as security therefor as provided in the Indenture.



     Principal of the Class [A-2] Notes will be payable on each Payment Date in an amount described
on the face hereof. All principal payments on the Class [A-2] Notes shall be made pro rata to the
Class [A-2] Noteholders entitled thereto. “Payment Date” means the fifteenth day of each month, or,
if any such date is not a Business Day, the next succeeding Business Day, commencing
_________, 20___.



     As described above, the entire unpaid principal amount of this Note shall be due and payable
on the Class [A-2] Final Scheduled Payment Date. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the Holders of Notes
representing not less than a majority of the Outstanding Amount of the Controlling Class have
declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the
Indenture.



     Payments of interest on this Note due and payable on each Payment Date, together with the
installment of principal, if any, to the extent not in full payment of this Note, shall be made by
check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on each Record Date, except
that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be [_________]), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee. Such checks shall be mailed
to the Person entitled thereto at the address of such Person as it appears on the Note Register as
of the applicable Record Date without requiring that this Note be submitted for notation of
payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes)
effected by any payments made on any Payment Date shall be binding upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in
the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a
Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify
the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date
by notice mailed or transmitted by facsimile prior to such Payment Date, and the amount then due
and payable shall be payable only upon presentation and surrender of this Note at the Indenture
Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for
such purposes.



     The Issuer shall pay interest on overdue installments of interest at the Class [A-2] Interest
Rate to the extent lawful.



5









 





     As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of this Note for
registration of transfer at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney
duly authorized in writing, and thereupon one or more new Notes of authorized denominations and in
the same aggregate principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or exchange.



     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture
Trustee on the Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in
its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or
the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee
in its individual capacity, except as any such Person may have expressly agreed and except that any
such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.



     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that
such Noteholder or Note Owner will not at any time institute against the Seller or the Issuer, or
join in any institution against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture
or the Basic Documents.



     The Issuer has entered into the Indenture and this Note is issued with the intention that, for
federal, state and local income, single business and franchise tax purposes, the Senior Notes will
qualify as indebtedness secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and
each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Senior Notes
for federal, state and local income, single business and franchise tax purposes as indebtedness.



     Prior to the due presentment for registration of transfer of this Note, the Issuer, the
Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in
whose name this Note (as of the day of determination or as of such other date as may be specified
in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by
notice to the contrary.



6









 





     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes
representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The
Indenture also contains provisions permitting the Holders of Notes representing specified
percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the
Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of
this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder
and upon all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is
made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain
terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued
thereunder.



     The term “Issuer” as used in this Note includes any successor to the Issuer under the
Indenture.



     The Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the
Indenture.



     The Notes are issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.



     This Note and the Indenture shall be construed in accordance with the laws of the State of New
York, without reference to its conflict of law provisions, and the obligations, rights and remedies
of the parties hereunder and thereunder shall be determined in accordance with such laws.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and rate, and in the coin or currency
herein prescribed.



     Anything herein to the contrary notwithstanding, except as expressly provided in the Basic
Documents, none of [__________________], in its
individual capacity, [__________________], in
its individual capacity, any owner of a beneficial interest in the Issuer, or any of their
respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on this Note or performance of, or omission to perform, any of the
covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by
its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case
of an Event of Default under the Indenture, the Holder shall have no claim against any of the
foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to (i) prevent recourse to, and enforcement against, the assets of the Issuer
for any and all liabilities, obligations and undertakings contained



7









 




in the Indenture or in this Note and (ii) constitute a waiver, release or discharge of any
indebtedness or obligation evidenced by this Note or secured by the Indenture (to the extent it
relates to the obligation to make payments on this Note) until such assets of the Issuer has been
realized and reduced to zero.




8









 








ASSIGNMENT



Social Security or taxpayer I.D. or other identifying number of assignee:



 




FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:



 




(name and address of assignee)



The within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
_______________________________________, attorney, to
transfer said Note on the books kept for registration thereof, with full power of substitution in
the premises.




	 	 	 	 	 
	 	 	 
	Dated: ___________ 	
 	 
	 	Signature: 	 
	 	 	 
	 




1











 





EXHIBIT B




[FORM OF CLASS B NOTE]



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. IN ADDITION, THE TRANSFER OF THIS
NOTE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN SECTION 2.04 OF THE INDENTURE
AND SECTION 3.04 OF THE TRUST AGREEMENT (COPIES OF WHICH INDENTURE AND TRUST AGREEMENT ARE
AVAILABLE FROM THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR UPON REQUEST), INCLUDING RECEIPT BY THE
INDENTURE TRUSTEE OR THE OWNER TRUSTEE OF AN INVESTMENT LETTER IN WHICH THE TRANSFEREE MAKES
CERTAIN REPRESENTATIONS.




			
	 	 	 
	No. R-1
	 	$                    






CHRYSLER FINANCIAL AUTO SECURITIZATION TRUST 20___-__




CLASS B NOTE




     Chrysler Financial Auto Securitization Trust 20___-__, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received,
hereby promises to pay to                     , or registered assigns, upon presentation and surrender of
this Note (except as otherwise permitted by the Indenture and the Sale and Servicing Agreement
referred to below), the Class B Payment Amount on the earlier of
                    , 20___ (the “Class B
Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. No payment of any Class B Payment Amount shall be made until the Class [A-1] Notes and
the Class [A-2] Notes have been paid in full. Capitalized terms used but not defined herein are
defined in Article I of the Indenture, which also contains rules as to construction that shall be
applicable herein.



     This Note will not bear a stated rate of interest but will be entitled to receive the Class B
Payment Amounts from time to time if and to the extent funds are available for such purpose in
accordance with the Indenture and the Sale and Servicing Agreement. The Class B Payment Amounts
shall be paid in the manner specified on the reverse hereof.



     The Class B Payment Amounts are payable in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and private debts.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



2









 





     Unless the certificate of authentication hereon has been executed by the Indenture Trustee
whose name appears below by manual signature, this Note shall not be entitled to any benefit under
the Indenture, or be valid or obligatory for any purpose.



3









 





     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer, as of the date set forth below.



	 	 	 	 	 
	Date:                     , 20__ 	CHRYSLER FINANCIAL AUTO SECURITIZATION TRUST 20___-__

 	 
	 	By:  	[                                                            ], not in its individual capacity
but solely as Owner Trustee under the Trust Agreement,
 	 
	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Notes designated above and referred to in the within-mentioned Indenture.




	 	 	 	 	 
	Date:                     , 20__ 	[                                                            ], not in its individual capacity but solely as Indenture Trustee,

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



4









 






	 	 	 	 	 



[REVERSE OF CLASS B NOTE]





     This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class B
Asset Backed Notes (herein called the “Class B Notes”), all issued under the Indenture, to which
Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders
of the Notes. The Class B Notes are subject to all terms of the Indenture.



     Subject to the subordination provisions of the Indenture, the Notes are and will be equally
and ratably secured by the collateral pledged as security therefor as provided in the Indenture.



     Any Class B Payment Amount will be payable on the related Payment Date. All principal
payments on the Class B Notes shall be made pro rata to the Holders of Class B Notes entitled
thereto. “Payment Date” means the fifteenth day of each month, or, if any such date is not a
Business Day, the next succeeding Business Day, commencing                     , 20___.



     Any Class B Payment Amount not previously paid shall be due and payable on the earlier of the
Class B Final Scheduled Payment Date and the Redemption Date, if any, pursuant to Section 10.01 of
the Indenture. Notwithstanding the foregoing, the Class B Payment Amounts shall be due and payable
on the date on which an Event of Default shall have occurred and be continuing and the Indenture
Trustee or the Holders of Notes representing not less than a majority of the Outstanding Amount of
the Controlling Class have declared the Notes to be immediately due and payable in the manner
provided in Section 5.02 of the Indenture.



     Payments of the Class B Payment Amounts due and payable on each Payment Date shall be made by
wire transfer to the Person whose name appears as the Registered Holder of this Note (or one or
more Predecessor Notes) on the Note Register as of the close of business on each Record Date.



     As provided in the Indenture and subject to certain limitations set forth therein (including,
for the avoidance of doubt, Section 2.04 of the Indenture), the transfer of this Note may be
registered on the Note Register upon surrender of this Note for registration of transfer at the
office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon
one or more new Notes of authorized denominations and in the same aggregate principal amount will
be issued to the designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange.



     Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the
Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered
in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in



5









 







its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner
Trustee in its individual capacity, except as any such Person may have expressly agreed and except
that any such partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to
pay any installment or call owing to such entity.



     Each Noteholder, by acceptance of a Note, covenants and agrees by accepting the benefits of
the Indenture that such Noteholder will not at any time institute against the Seller or the Issuer,
or join in any institution against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture
or the Basic Documents.



     It is the intent of the Issuer, the Depositor, the Company, the Servicer and the Noteholder
that, for purposes of federal income, state and local income and single business tax and any other
income taxes, the Issuer will be treated as a security arrangement for the issuance of debt by the
sole Noteholder. The Company, by acceptance of the Notes, agrees to treat, and to take no action
inconsistent with the above treatment for so long as the Company is the sole Owner.



     Prior to the due presentment for registration of transfer of this Note, the Issuer, the
Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in
whose name this Note (as of the day of determination or as of such other date as may be specified
in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by
notice to the contrary.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes
representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The
Indenture also contains provisions permitting the Holders of Notes representing specified
percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the
Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of
this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder
and upon all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is
made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain
terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued
thereunder.



     The term “Issuer” as used in this Note includes any successor to the Issuer under the
Indenture.



6









 





     The Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the
Indenture.



     The Notes are issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.



     This Note and the Indenture shall be construed in accordance with the laws of the State of New
York, without reference to its conflict of law provisions, and the obligations, rights and remedies
of the parties hereunder and thereunder shall be determined in accordance with such laws.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the Class
B Payment Amounts at the times, place and rate, and in the coin or currency herein prescribed.



     Anything herein to the contrary notwithstanding, except as expressly provided in the Basic
Documents, none of
[                                          ],
in its individual capacity,
[                                                 ], in its individual capacity, any owner of a beneficial interest in the
Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees
or successors or assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of the Class B Payment Amounts or performance of, or omission to perform, any of
the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note
by its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture, the Holder shall have no claim against any of the
foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to (i) prevent recourse to, and enforcement against, the assets of the Issuer
for any and all liabilities, obligations and undertakings contained in the Indenture or in this
Note and (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced
by this Note or secured by the Indenture (to the extent it relates to the obligation to make
payments on this Note) until such assets of the Issuer has been realized and reduced to zero.



     The Class B Notes may not be acquired by (a) an employee benefit plan (as defined in Section
3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in
Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets by
reason of a plan’s investment in the entity or which uses plan assets to acquire Class B Notes
(each, a “Benefit Plan”). By accepting and holding this Class B Note, the Holder hereof shall be
deemed to have represented and warranted that it is not a Benefit Plan.



7









 





ASSIGNMENT




     FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto



PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE




 




(Please print or type name and address, including postal zip code, of assignee)



the within Class B Note, and all rights thereunder, and hereby irrevocably constitutes and appoints
                                        , attorney, to transfer said Class B Note on the books
of the registrar, with full power of substitution in the premises.




	 	 	 	 	 
	 	 	 
	Dated:                                          	 	 
	 	Signature: 	 
	 	 	 



8









 






EXHIBIT C




[FORM OF NOTE DEPOSITORY AGREEMENT]




The Depository Trust Company

A subsidiary of The Depository Trust & Clearing Corporation




ISSUER LETTER OF REPRESENTATIONS

[To be Completed by Issuer and Co-Issuer(s), if applicable]




 
[Name of Issuer and Co-Issuer(s), if applicable]





 
[Security Designation, including series designation if applicable]





 
[CUSIP Number of the Securities]




                                  
[Date]           




Attention: Underwriting Department

The Depository Trust Company

55 Water Street

New York, NY 10041-0099



Ladies and Gentlemen:





     This letter sets forth our understanding with respect to the Securities represented by the
CUSIP number(s) referenced above (the “Securities”). Issuer requests that The Depository Trust
Company (“DTC”) accept the Securities as eligible for deposit at DTC.



     Issuer is [incorporated in] [formed under the laws of]                                         .



     The DTC Clearing Participant,                                          will distribute the securities through DTC.



     To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in
accordance with DTC’s Rules with respect to the Securities, Issuer represents to DTC that Issuer
will comply with the requirements applicable to it stated in DTC’s Operational Arrangements, as
they may be amended from time to time.



	 	 	 	 	 
	Note:	 	Very truly yours,
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	Schedule A contains statements that DTC believes accurately describe DTC, the method of
effecting book-entry transfers of securities distributed through DTC, and certain related matters.

	 	 	 	(Issuer)

	 	By:

	 	
(Authorized Officer’s Signature) 

	 

	 	 	 	 
	 

	 	 	 	
	 
	 	 	 	 
	 	 	 
	Received and Accepted:

THE DEPOSITORY TRUST COMPANY

	 	 	 	(Print Name)

	 
	 	 	 	 
	 	 	 
	 

	 	 	 	(Street Address)
	 
	 	 	 	 
	By:
	 	 	 	 
	 
	 	 
	 	 	(City)               (State)               (Country)               (Zip Code)
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	 	 	(Phone Number)
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	 	 	(E-mail Address)






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SCHEDULE A

(To Issuer Letter of Representations)




SAMPLE OFFERING DOCUMENT LANGUAGE

DESCRIBING BOOK-ENTRY-ONLY ISSUANCE

(Prepared by DTC—bracketed material may be applicable only to certain issues)




     1. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for
the securities (the “Securities”). The Securities will be issued as fully-registered securities
registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be
requested by the authorized representative of DTC. One fully-registered Security certificate will
be issued for [each issue of] the Securities, [each] in the aggregate principal amount of such
issue, and will be deposited with DTC. [If, however, the aggregate principal amount of [any] issue
exceeds $500 million, one certificate will be issued with respect to each $500 million of principal
amount and an additional certificate will be issued with respect to any remaining principal amount
of such issue.]



     2. DTC, the world’s largest depository, is a limited-purpose trust company organized under the
New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York
Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2.2
million issues of U.S. and non-U.S. equity, corporate and municipal debt issues, and money market
instrument from over 100 countries that DTC’s participants (“Direct Participants”) deposit with
DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other
securities transactions in deposited securities through electronic computerized book-entry
transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical
movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation
(“DTCC”). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the
National Securities Clearing Corporation, Fixed Income Clearing Corporation and Emerging Markets
Clearing Corporation (NSCC, FICC, and EMCC, also subsidiaries of DTCC), as well as by the New York
Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S.
securities brokers and dealers, banks, trust companies, and clearing corporations that clear
through or maintain a custodial relationship with a Direct Participant, either directly or
indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest rating: AAA. The DTC
Rules applicable to its Participants are on file with the Securities and Exchange Commission. More
information about DTC can be found at www.dtcc.com and www.dtc.org.



     3. Purchases of Securities under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Securities on DTC’s records. The ownership
interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded
on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written



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confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive
written confirmations providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the Securities are to be accomplished by
entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their ownership interests in
Securities, except in the event that use of the book-entry system for the Securities is
discontinued.



     4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with
DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may
be requested by an authorized representative of DTC. The deposit of Securities with DTC and their
registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records
reflect only the identity of the Direct Participants to whose accounts such Securities are
credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will
remain responsible for keeping account of their holdings on behalf of their customers.



     5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. [Beneficial Owners of Securities
may wish to take certain steps to augment transmission to them of notices of significant events
with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to
the security documents. For example, Beneficial Owners of Securities may wish to ascertain that
the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to
Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and
addresses to the registrar and request that copies of the notices be provided directly to them.]



     [6. Redemption notices shall be sent to DTC. If less than all of the Securities within an
issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each
Direct Participant in such issue to be redeemed.]



     7. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect
to the Securities unless authorized by a Direct Participant in accordance with DTC’s Procedures.
Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the
record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct
Participants to whose accounts the Securities are credited on the record date (identified in a
listing attached to the Omnibus Proxy).



     8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to
Cede & Co., or such other nominee as may be requested by an authorized representative of DTC.
DTC’s practice is to credit Direct Participants’ accounts, upon DTC’s receipt of funds and
corresponding detail information from Issuer or Agent on payable date in accordance with their
respective holdings shown on DTC’s records. Payments by Participants to



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Beneficial Owners will be governed by standing instructions and customary practices, as is the
case with securities held for the accounts of customers in bearer form or registered in “street
name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject
to any statutory or regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as
may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent,
disbursement of such payments to Direct Participants will be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and
Indirect Participants.



     [9. A Beneficial Owner shall give notice to elect to have its Securities purchased or
tendered, through its Participant, to [Tender/Remarketing] Agent, and shall effect delivery of such
Securities by causing the Direct Participant to transfer the Participant’s interest in the
Securities, on DTC’s records, to [Tender/Remarketing] Agent. The requirement for physical delivery
of Securities in connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the Securities are transferred by Direct Participants on
DTC’s records and followed by a book-entry credit of tendered Securities to [Tender/Remarketing]
Agent’s DTC account.]



     10. DTC may discontinue providing its services as securities depository with respect to the
Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances,
in the event that a successor securities depository is not obtained, Security certificates are
required to be printed and delivered.



     11. Issuer may decide to discontinue use of the system of book-entry-only transfers through
DTC (or a successor securities depository). In that event, Security certificates will be printed
and delivered to DTC.



     12. The information in this section concerning DTC and DTC’s book-entry system has been
obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for
the accuracy thereof.



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SCHEDULE B

(to Issuer Letter of Representations)




 




(Describe Issue)





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